SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

~~____________________________~~



☒			Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



☐			Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

____________________________

(~~617~~) Address of principal executive offices, including zip code)

____________________________

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value per share	PEGA	NASDAQ Global Select Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were ~~79,332,662~~80,089,203 shares of the Registrant’s common stock, $0.01 par value per share, outstanding on ~~October 31, 2019.~~ April 13, 2020.


		Page
PART I - FINANCIAL INFORMATION

		~~Page~~
~~PART I - FINANCIAL INFORMATION~~

Item 1. Unaudited Condensed Consolidated Financial Statements
Unaudited Condensed Consolidated Balance Sheets as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019		3
Unaudited Condensed Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~		4
Unaudited Condensed Consolidated Statements of Comprehensive (Loss) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~		5
Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~		6
Unaudited Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~		87
Notes to Unaudited Condensed Consolidated Financial Statements		98
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1817
Item 3. Quantitative and Qualitative Disclosures About Market Risk		2423
Item 4. Controls and Procedures		24

PART II - OTHER INFORMATION

Item 1A. Risk Factors		25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		2528
Item ~~5. Other Information~~6. Exhibits		2529
~~Item 6. Exhibits~~		26

Signature	2730

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

PEGASYSTEMS INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)


	March 31, 2020		December 31, 2019
Assets
Current assets:
Cash and cash equivalents	$	538,142	$	68,363


Accounts receivable	191,533		199,720
Unbilled receivables	182,399		180,219
Other current assets	72,000		57,308
Total current assets	984,074		505,610
Unbilled receivables	110,393		121,736
Goodwill	78,498		79,039
Other long-term assets	301,428		278,427
Total assets	$	1,474,393	$	984,812
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	27,770	$	17,475
Accrued expenses	36,985		48,001
Accrued compensation and related expenses	59,928		104,126
Deferred revenue	197,018		190,080
Other current liabilities	17,790		18,273
Total current liabilities	339,491		377,955
Convertible senior notes, net	505,108		—
Operating lease liabilities	47,919		52,610
Other long-term liabilities	15,264		15,237
Total liabilities	907,782		445,802
Stockholders’ equity:
Preferred stock,1,000 shares authorized; NaN issued	—		—
Common stock, 200,000 shares authorized; 80,076 and 79,599 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively	801		796
Additional paid-in capital	196,310		140,523
Retained earnings	383,142		410,919
Accumulated other comprehensive (loss)	(13,642)		(13,228)
Total stockholders’ equity	566,611		539,010
Total liabilities and stockholders’ equity	$	1,474,393	$	984,812

September 30, 2019 December 31, 2018
Assets
Current assets:
Cash and cash equivalents $ 92,104

$ 114,422
Marketable securities 20,465

93,001
Total cash, cash equivalents, and marketable securities 112,569
207,423
Accounts receivable 123,268

180,872
Unbilled receivables 172,090

172,656
Other current assets 58,204

49,684
Total current assets 466,131
610,635
Long-term unbilled receivables 123,962

151,237
Goodwill 78,862

72,858
Other long-term assets 248,069

147,823
Total assets $ 917,024
$ 982,553
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable $ 15,435

$ 16,487
Accrued expenses 41,520

45,506
Accrued compensation and related expenses 88,349

84,671
Deferred revenue 159,849

185,145
Other current liabilities 15,742
—
Total current liabilities 320,895
331,809
Operating lease liabilities 56,904
—
Other long-term liabilities 10,393

29,213
Total liabilities 388,192
361,022
Stockholders’ equity:
Preferred stock, 1,000 shares authorized; none issued —
—
Common stock, 200,000 shares authorized; 79,324 and 78,526 shares issued and outstanding at
September 30, 2019 and December 31, 2018, respectively
793

785
Additional paid-in capital 129,559

123,205
Retained earnings 412,389

510,863
Accumulated other comprehensive (loss) (13,909 ) (13,322 )
Total stockholders’ equity 528,832
621,531
Total liabilities and stockholders’ equity $ 917,024
$ 982,553

See notes to unaudited condensed consolidated financial statements.

PEGASYSTEMS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)


	Three Months Ended March 31,
	2020		2019
Revenue
Software license	$	93,916	$	63,264
Maintenance	73,695		67,706
Services	97,980		81,576
Total revenue	265,591		212,546
Cost of revenue
Software license	684		1,378
Maintenance	5,576		6,335
Services	73,268		66,724
Total cost of revenue	79,528		74,437
Gross profit	186,063		138,109
Operating expenses
Selling and marketing	136,024		108,865
Research and development	58,727		50,596
General and administrative	15,630		12,676
Total operating expenses	210,381		172,137
(Loss) from operations	(24,318)		(34,028)
Foreign currency transaction (loss)	(5,947)		(3,712)
Interest income	607		723
Interest expense	(2,306)		—
Loss on capped call transactions	(18,592)		—
Other income, net	1,374		—

(Loss) before (benefit from) income taxes	(49,182)		(37,017)
(Benefit from) income taxes	(23,810)		(8,300)
Net (loss)	$	(25,372)	$	(28,717)
(Loss) per share
Basic	$	(0.32)	$	(0.37)
Diluted	$	(0.32)	$	(0.37)
Weighted-average number of common shares outstanding
Basic	79,808		78,584
Diluted	79,808		78,584

Three Months Ended
September 30, Nine Months Ended
September 30,
2019 2018 2019 2018
Revenue
Software license $ 58,005
$ 52,342
$ 165,543
$ 184,899
Maintenance 70,371
66,017
207,406
196,448
Services 88,327
84,904
261,892
253,877
Total revenue 216,703
203,263
634,841
635,224
Cost of revenue
Software license 676
1,255
2,982
3,772
Maintenance 6,688
6,079
19,315
18,035
Services 73,534
67,089
210,118
202,047
Total cost of revenue 80,898
74,423
232,415
223,854
Gross profit 135,805
128,840
402,426
411,370
Operating expenses
Selling and marketing 115,237
87,490
341,064
269,845
Research and development 52,492
46,504
152,802
135,261
General and administrative 14,843
12,104
41,693
38,749
Total operating expenses 182,572
146,098
535,559
443,855
(Loss) from operations (46,767 ) (17,258 ) (133,133 ) (32,485 )
Foreign currency transaction (loss) gain (1,970 ) 399
(3,577 ) 558
Interest income, net 556
683
1,823
2,076
Other income, net 323
—
378
363
(Loss) before (benefit from) income taxes (47,858 ) (16,176 ) (134,509 ) (29,488 )
(Benefit from) income taxes (17,520 ) (8,589 ) (43,158 ) (23,692 )
Net (loss) $ (30,338 ) $ (7,587 ) $ (91,351 ) $ (5,796 )
(Loss) per share
Basic $ (0.38 ) $ (0.10 ) $ (1.16 ) $ (0.07 )
Diluted $ (0.38 ) $ (0.10 ) $ (1.16 ) $ (0.07 )
Weighted-average number of common shares outstanding
Basic 79,200
78,700
78,928
78,525
Diluted 79,200
78,700
78,928
78,525

See notes to unaudited condensed consolidated financial statements.

PEGASYSTEMS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)

(in thousands)


	Three Months Ended March 31,
	2020		2019
Net (loss)	$	(25,372)	$	(28,717)
Other comprehensive (loss) income, net of tax
Unrealized gain on available-for-sale securities	100		374
Foreign currency translation adjustments	(514)		1,627
Total other comprehensive (loss) income, net of tax	(414)		2,001
Comprehensive (loss)	$	(25,786)	$	(26,716)

Three Months Ended
September 30, Nine Months Ended
September 30,
2019 2018 2019 2018
Net (loss) $ (30,338 ) $ (7,587 ) $ (91,351 ) $ (5,796 )
Other comprehensive (loss), net of tax
Unrealized (loss) gain on available-for-sale marketable securities (216 ) (162 ) 396
(277 )
Foreign currency translation adjustments (2,201 ) (1,934 ) (983 ) (4,898 )
Total other comprehensive (loss), net of tax (2,417 ) (2,096 ) (587 ) (5,175 )
Comprehensive (loss) $ (32,755 ) $ (9,683 ) $ (91,938 ) $ (10,971 )

See notes to unaudited condensed consolidated financial statements.

PEGASYSTEMS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except per share amounts)

Common Stock
Additional
Paid-In Capital
Retained Earnings
Accumulated Other Comprehensive (Loss) Income

Total
Stockholders’ Equity
Number
of Shares Amount
December 31, 2017 78,081
$ 781
$ 152,097
$ 509,697
$ (6,705 ) $ 655,870
Repurchase of common stock (101 ) (1 ) (5,688 ) —
—
(5,689 )
Issuance of common stock for share-based compensation plans 566
5
(15,556 ) —
—
(15,551 )
Stock-based compensation —
—
15,109
—
—
15,109
Cash dividends declared ($0.12 per share) —
—
—
(2,355 ) —
(2,355 )
Other comprehensive income —
—
—
—
4,262
4,262
Net income —
—
—
12,200
—
12,200
March 31, 2018 78,546
785
145,962
519,542
(2,443 ) 663,846
Repurchase of common stock (171 ) (2 ) (10,179 ) —
—
(10,181 )
Issuance of common stock for share-based compensation plans 358
4
(11,395 ) —
—
(11,391 )
Issuance of common stock under Employee Stock Purchase Plan 15
—
849
—
—
849
Stock-based compensation —
—
16,163
—
—
16,163
Cash dividends declared ($0.12 per share) —
—
—
(2,364 ) —
(2,364 )
Other comprehensive (loss) —
—
—
—
(7,341 ) (7,341 )
Net (loss) —
—
—
(10,409 ) —
(10,409 )
June 30, 2018 78,748
787
141,400
506,769
(9,784 ) 639,172
Repurchase of common stock (242 ) (2 ) (14,277 ) —
—
(14,279 )
Issuance of common stock for share-based compensation plans 310
3
(8,399 ) —
—
(8,396 )
Stock-based compensation —
—
16,408

—
16,408
Cash dividends declared ($0.12 per share) —
—
—
(2,367 ) —
(2,367 )
Other comprehensive (loss) —
—
—
—
(2,096 ) (2,096 )
Net (loss) —
—
—
(7,587 ) —
(7,587 )
September 30, 2018 78,816
$ 788
$ 135,132
$ 496,815
$ (11,880 ) $ 620,855
See notes to unaudited condensed consolidated financial statements.


PEGASYSTEMS INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except per share amounts)
	Common Stock					Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive (Loss)		Total Stockholders’ Equity
	Number of Shares	Amount
December 31, 2018	78,526	$	785	$	123,205	$	510,863	$	(13,322)	$	621,531
Repurchase of common stock	(144)	(1)		(7,586)		—		—		(7,587)
Issuance of common stock for share-based compensation plans	514	5		(14,843)		—		—		(14,838)
Stock-based compensation	—	—		18,406		—		—		18,406
Cash dividends declared ($0.03 per share)	—	—		—		(2,367)		—		(2,367)
Other comprehensive income	—	—		—		—		2,001		2,001
Net (loss)	—	—		—		(28,717)		—		(28,717)
March 31, 2019	78,896	$	789	$	119,182	$	479,779	$	(11,321)	$	588,429

















December 31, 2019	79,599	$	796	$	140,523	$	410,919	$	(13,228)	$	539,010
Equity component of convertible senior notes, net	—	—		61,604		—		—		61,604
Repurchase of common stock	(87)	(1)		(5,999)		—		—		(6,000)
Issuance of common stock for share-based compensation plans	564	6		(23,017)		—		—		(23,011)
Stock-based compensation	—	—		23,199		—		—		23,199
Cash dividends declared ($0.03 per share)	—	—		—		(2,405)		—		(2,405)
Other comprehensive (loss)	—	—		—		—		(414)		(414)
Net (loss)	—	—		—		(25,372)		—		(25,372)
March 31, 2020	80,076	$	801	$	196,310	$	383,142	$	(13,642)	$	566,611

PEGASYSTEMS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except per share amounts)

Common Stock
Additional
Paid-In Capital
Retained Earnings
Accumulated Other Comprehensive (Loss) Income

Total
Stockholders’ Equity
Number
of Shares Amount
December 31, 2018 78,526
$ 785
$ 123,205
$ 510,863
$ (13,322 ) $ 621,531
Repurchase of common stock (144 ) (1 ) (7,586 ) —
—
(7,587 )
Issuance of common stock for share-based compensation plans 514
5
(14,843 ) —
—
(14,838 )
Stock-based compensation —
—
18,406
—
—
18,406
Cash dividends declared ($0.12 per share) —
—
—
(2,367 ) —
(2,367 )
Other comprehensive income —
—
—
—
2,001
2,001
Net (loss) —
—
—
(28,717 ) —
(28,717 )
March 31, 2019 78,896
789
119,182
479,779
(11,321 ) 588,429
Repurchase of common stock (88 ) (1 ) (6,301 ) —
—
(6,302 )
Issuance of common stock for share-based compensation plans 320
3
(11,217 ) —
—
(11,214 )
Issuance of common stock under Employee Stock Purchase Plan 16
—
1,103
—
—
1,103
Stock-based compensation —
—
20,113
—
—
20,113
Cash dividends declared ($0.12 per share) —
—
—
(2,375 ) —
(2,375 )
Other comprehensive (loss) —
—
—
—
(171 ) (171 )
Net (loss) —
—
—
(32,296 ) —
(32,296 )
June 30, 2019 79,144
791
122,880
445,108
(11,492 ) 557,287
Repurchase of common stock (88 ) (1 ) (6,396 ) —
—
(6,397 )
Issuance of common stock for share-based compensation plans 268
3
(8,804 ) —
—
(8,801 )
Stock-based compensation —
—
21,879
—
—
21,879
Cash dividends declared ($0.12 per share) —
—
—
(2,381 ) —
(2,381 )
Other comprehensive (loss) —
—
—
—
(2,417 ) (2,417 )
Net (loss) —
—
—
(30,338 ) —
(30,338 )
September 30, 2019 79,324
$ 793
$ 129,559
$ 412,389
$ (13,909 ) $ 528,832

See notes to unaudited condensed consolidated financial statements.

PEGASYSTEMS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Three Months Ended March 31,
	2020		2019
Operating activities
Net (loss)	$	(25,372)	$	(28,717)
Adjustments to reconcile net (loss) to cash (used in) provided by operating activities
Stock-based compensation	23,175		18,350
Loss on capped call transactions	18,592		—
Deferred income taxes	(9,231)		1,455
Amortization of deferred contract costs	8,497		8,301
Lease expense	3,852		3,403
Amortization of debt discount and issuance costs	1,719		—
Amortization of intangible assets and depreciation	4,919		6,755
Amortization of investments	—		315
Foreign currency transaction loss	5,947		3,712
Other non-cash	(1,374)		16
Change in operating assets and liabilities, net	(49,047)		9,113
Cash (used in) provided by operating activities	(18,323)		22,703
Investing activities
Purchases of investments	(1,490)		(7,224)
Proceeds from maturities and called investments	—		8,548
Sales of investments	1,424		—

Investment in property and equipment	(12,496)		(2,790)
Cash (used in) investing activities	(12,562)		(1,466)
Financing activities
Proceeds from issuance of convertible senior notes	600,000		—
Payment of debt issuance costs	(14,527)		—
Purchase of capped calls related to convertible senior notes	(51,900)		—
Dividend payments to shareholders	(2,388)		(2,363)




Common stock repurchases	(29,011)		(23,224)
Cash provided by (used in) financing activities	502,174		(25,587)
Effect of exchange rate changes on cash and cash equivalents	(1,510)		295
Net increase (decrease) in cash and cash equivalents	469,779		(4,055)
Cash and cash equivalents, beginning of period	68,363		114,422
Cash and cash equivalents, end of period	$	538,142	$	110,367

Nine Months Ended
September 30,
2019 2018
Operating activities
Net (loss) $ (91,351 ) $ (5,796 )
Adjustments to reconcile net (loss) to cash (used in) provided by operating activities
Stock-based compensation 60,242
47,573
Amortization and depreciation 50,622
31,742
Deferred income taxes (40,531 ) (1,388 )
Foreign currency transaction loss (gain) 3,577
(558 )
Other non-cash (363 ) (1,377 )
Change in operating assets and liabilities, net 4,342
(3,108 )
Cash (used in) provided by operating activities (13,462 ) 67,088
Investing activities

Purchases of investments (11,182 ) (68,177 )
Proceeds from maturities and called investments 13,066
26,456
Sales of investments 68,937
—
Payments for acquisitions, net of cash acquired (10,934 ) —
Investment in property and equipment (6,439 ) (7,874 )
Cash provided by (used in) investing activities 53,448
(49,595 )
Financing activities
Dividend payments to shareholders (7,105 ) (7,067 )
Common stock repurchases (54,836 ) (64,597 )
Cash (used in) financing activities (61,941 ) (71,664 )
Effect of exchange rate changes on cash and cash equivalents (363 ) (1,913 )
Net (decrease) in cash and cash equivalents (22,318 ) (56,084 )
Cash and cash equivalents, beginning of period 114,422
162,279
Cash and cash equivalents, end of period $ 92,104
$ 106,195

See notes to unaudited condensed consolidated financial statements.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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, ~~2018.~~2019.

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.

The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year ~~2019.~~2020.

2. NEW ACCOUNTING PRONOUNCEMENTS

~~Leases~~

On January 1, 2019, the Company adopted Accounting Standards Codification 842 “Leases” (“ASC 842”) using the modified retrospective method, reflecting any cumulative effect as an adjustment to equity. Results for reporting periods beginning on or after January 1, 2019 are presented under ASC 842, while prior period amounts were not adjusted and continue to be reported in accordance with the Company’s historical accounting under ASC 840 “Leases”.

The Company elected the permitted practical expedients to not reassess the following related to leases that commenced before the effective date of ASC 842: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. Upon adoption, the Company recorded right of use assets of $41.8 million and lease liabilities of $54.2 million. The difference between the value of the right of use assets and lease liabilities is due to the reclassification of existing deferred rent, prepaid rent, and unamortized lease incentives as of January 1, 2019.

~~See Note 9. “Leases” for additional information.~~

Financial instruments

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires measurement and recognition of expected credit losses for financial assets measured at amortized cost, including accounts receivable, upon initial recognition of that financial asset using a forward-looking expected loss model, rather than an incurred loss model. Credit losses relating to available-for-sale debt securities should be recorded through an allowance for credit losses when the fair value is below the amortized cost of the asset, removing the concept of “other-than-temporary” impairments. The ~~effective date for the~~ Company ~~will be~~adopted this standard effective January 1, ~~2020, with early adoption permitted.~~2020. The ~~Company does not expect the~~ adoption of this standard ~~will~~did not have a material effect on ~~its~~the Company’s financial position or results of operations.

3. ~~MARKETABLE SECURITIES~~

September 30, 2019
(in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value
Municipal bonds $ 10,680
$ 69
$ —
$ 10,749
Corporate bonds 9,611
105
—
9,716
$ 20,291
$ 174
$ —
$ 20,465

December 31, 2018
(in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value
Municipal bonds $ 44,802
$ 13
$ (110 ) $ 44,705
Corporate bonds 48,499
23
(226 ) 48,296
$ 93,301
$ 36
$ (336 ) $ 93,001

~~As of September 30, 2019, maturities of marketable securities ranged from May 2020 to August 2022, with a weighted-average remaining maturity of approximately 1.5 years.~~

~~PEGASYSTEMS INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

4. RECEIVABLES, CONTRACT ASSETS, AND DEFERRED REVENUE

Receivables

(in thousands) September 30, 2019 December 31, 2018
Accounts receivable $ 123,268
$ 180,872
Unbilled receivables 172,090
172,656
Long-term unbilled receivables 123,962
151,237

$ 419,320
$ 504,765


(in thousands)	March 31, 2020		December 31, 2019
Accounts receivable	$	191,533	$	199,720
Unbilled receivables	182,399		180,219
Long-term unbilled receivables	110,393		121,736
	$	484,325	$	501,675

Unbilled receivables are client committed amounts for which revenue recognition precedes billing, and billing is solely subject to the passage of time.

~~Unbilled receivables~~ They are expected to be billed in the future as follows:


(Dollars in thousands)	September 30, 2019				(Dollars in thousands)	March 31, 2020
1 year or less	$	172,090	59	%	1 year or less	$	182,399	62	%
1-2 years	84,045		28	%	1-2 years	88,928		31	%
2-5 years	39,917		13	%	2-5 years	21,465		7	%
	$	296,052	100	%		$	292,792	100	%

Unbilled receivables based upon contract effective date:


(Dollars in thousands)	March 31, 2020
2020	$	40,533	14	%
2019	102,154		35	%
2018	55,484		19	%
2017	44,691		15	%
2016 and prior	49,930		17	%
	$	292,792	100	%

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Contract assets and deferred revenue

Contract assets ⁽¹⁾

Long-term contract assets ⁽²⁾

Long-term deferred revenue ⁽³⁾

⁽¹⁾Included in other current assets.⁽²⁾ Included in other long-term assets.

(in thousands) September 30, 2019 December 31, 2018
Deferred revenue $ 159,849
$ 185,145
Long-term deferred revenue ⁽¹⁾
4,029
5,344
$ 163,878
$ 190,489

^{(1) (3)}Included in other long-term liabilities.

Contract assets are client committed amounts for which revenue recognized exceeds the amount billed to the client and the right to payment is subject to conditions other than the passage of time, such as the completion of a related performance obligation. Deferred revenue consists of billings and payments received in advance of revenue recognition. Contract assets and deferred revenue are netted at the contract level for each reporting period.

The change in deferred revenue in the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 was primarily due to new billings in advance of revenue recognition, partially offset by revenue recognized during the period that was included in deferred revenue at December 31, ~~2018, partially offset by new billings in advance of revenue recognition.~~2019.

5.4. DEFERRED CONTRACT COSTS

The Company recognizes an asset for the incremental costs of obtaining a client contract, which relate to sales commissions. The Company expects to benefit from those costs for more than one year, as the Company generally only pays sales commissions on the initial contract and not any subsequent contract renewals. As a result, there are no commensurate commissions paid on contract renewals. Deferred costs are amortized on a straight-line basis over the benefit period, which is on average 5 years.


(in thousands)	March 31, 2020		December 31, 2019
Deferred contract costs ⁽¹⁾	$	81,452	$	85,314

(in thousands) September 30, 2019 December 31, 2018
Deferred contract costs ⁽¹⁾
$ 67,182
$ 64,367

⁽¹⁾ Included in other long-term assets.


	Three Months Ended March 31,
(in thousands)	2020		2019
Amortization of deferred contract costs ⁽¹⁾	$	8,497	$	8,301

Three Months Ended
September 30, Nine Months Ended
September 30,
(in thousands) 2019 2018 2019 2018
Amortization of deferred contract costs ⁽¹⁾
$ 8,193
$ 4,208
$ 22,372
$ 11,806

⁽¹⁾Included in selling and marketing ~~expenses~~.expenses.

~~PEGASYSTEMS INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

6.5. GOODWILL AND OTHER INTANGIBLE ASSETS

~~The change~~Change in the carrying amount of ~~goodwill was:~~

(in thousands) Nine Months Ended
September 30, 2019
Balance as of January 1, $ 72,858
Acquisition ⁽¹⁾
6,179
Currency translation adjustments (175 )
Balance as of September 30, $ 78,862

goodwill:

⁽¹⁾ In May 2019, the Company acquired In the Chat Communications Inc., a privately-held software provider of digital customer service software, for $10.9 million, net of cash acquired. The Company also expects to issue up to approximately 15 thousand shares in retention-based bonus payments to a key employee upon the achievement of specified retention milestones. The principal assets and liabilities acquired as part of the business combination were additional goodwill and technology intangible assets of $6.2 million and $5.1 million.


(in thousands)	Three Months Ended March 31, 2020
Balance as of January 1,	$	79,039

Currency translation adjustments	(541)
Balance as of March 31,	$	78,498

Intangible assets are recorded at cost and amortized using the straight-line method over their estimated useful ~~lives as follows:~~

lives:

Net Book Value ⁽¹⁾

⁽¹⁾Included in other long-term assets.


		December 31, 2019
(in thousands)	Useful Lives	Cost		Accumulated Amortization		Net Book Value ⁽¹⁾
Client-related	4 - 10 years	$	63,140	$	(54,368)	$	8,772
Technology	2 - 10 years	64,843		(53,898)		10,945
Other	1 - 5 years	5,361		(5,361)		—
		$	133,344	$	(113,627)	$	19,717

December 31, 2018
(in thousands) Useful Lives Cost Accumulated Amortization
Net Book Value ⁽¹⁾
Client-related 4-10 years $ 63,115
$ (51,224 ) $ 11,891
Technology 2-10 years 59,742
(50,398 ) 9,344
Other 1 - 5 years 5,361
(5,361 ) —
$ 128,218
$ (106,983 ) $ 21,235

⁽¹⁾Included in other long-term assets.

~~Amortization of intangible assets was:~~

(in thousands) Three Months Ended
September 30, Nine Months Ended
September 30,
2019 2018 2019 2018
Cost of revenue $ 647
$ 1,232
$ 2,854
$ 3,695
Selling and marketing 370
1,603
2,754
4,813
$ 1,017
$ 2,835
$ 5,608
$ 8,508

~~7. ACCRUED EXPENSES~~

(in thousands) September 30, 2019 December 31, 2018
Outside professional services expenses $ 8,568
$ 10,367
Income and other taxes 5,418
10,387
Marketing and sales program expenses 5,969
5,860
Dividends payable 2,381
2,363
Employee-related expenses 4,785
3,536
Cloud hosting expenses 10,158
4,604
Other 4,241
8,389
$ 41,520
$ 45,506

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Amortization of intangible assets:


(in thousands)	Three Months Ended March 31,
			2020			2019
Cost of revenue	$	647		$	1,332
Selling and marketing	371			1,603
	$	1,018		$	2,935

6. 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 amount of $600 million, due March 1, 2025, in a private placement to certain initial purchasers in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act in transactions not involving any public offering, for resale by the initial purchasers to persons whom the initial purchasers believe are qualified institutional buyers pursuant to Rule144A under the Securities Act. This included $75 million in aggregate principal amount of the Notes that the Company issued resulting from initial purchasers fully exercising their option to purchase additional Notes. There are no required principal payments prior to the maturity of the Notes. The Notes will accrue interest at an annual rate of 0.75%, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2020. The proceeds of the issuance were used for the Capped Call Transactions (described below), working capital, and other general corporate purposes.

Total net proceeds from the Notes and Capped Call Transactions:


(in thousands)	Amount
Principal			$	600,000
Less: issuance costs			(14,527)
Less: Capped Call Transactions			(51,900)
	$	533,573

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:

•During any calendar quarter commencing after the calendar quarter ending on June 30, 2020 (and only during such calendar quarter), if the last reported sale price per share of common stock exceeds one hundred and thirty percent (130%) of the conversion price for each of at least twenty (20) trading days (whether or not consecutive) during the thirty (30) consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter.

•During the five (5) consecutive business days immediately after any five (5) 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 ninety eight percent (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 the occurrence of certain corporate events or distributions, or if the Company calls all or any Notes for redemption, then the noteholder of any Note may convert such Note at any time 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 due on such redemption date in full, at any time until the Company pays such redemption price in full).

As of March 31, 2020, no Notes were eligible for conversion at the election of the noteholder.

The initial conversion rate is 7.4045 shares of common stock per $1,000 principal amount of the Notes, which represents an initial conversion price of approximately $135.05 per share of common stock. The Company will settle conversions by paying or delivering, as applicable, 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. The conversion rate will be adjusted upon the occurrence of certain events including spin offs, tender offers, exchange offers and certain stockholder distributions.

On or after March 1, 2023 and on or before the 40th 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.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

If certain corporate events that constitute a “Fundamental Change” (as described below) occur at any time, each noteholder will have the right, at such noteholder’s option, 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 an integral 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 events such as mergers, changes in control of the Company, liquidation/dissolution of the Company, or the delisting of the Company’s common stock.

In accounting for the transaction, the Notes have been separated into liability and equity components.

•The initial carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated conversion feature.

•The equity component was recorded as an increase to additional paid-in capital and is not remeasured as long as it continues to meet the conditions for equity classification.

The excess of the principal amount of the Notes over the initial carrying amount of the liability component, the debt discount, is amortized as interest expense over the contractual term of the Notes.

The Company incurred issuance costs of $14.5 million related to the Notes, which were allocated between liability and equity components of the Notes proportionate to the initial carry amount of the liability and equity components.

•Issuance costs attributable to the liability component are netted against the principal balance of the Notes and are amortized as interest expense using the effective interest method over the contractual term of the Notes.

•Issuance costs attributable to the equity component are netted with the equity component in additional paid-in capital and are not amortized.

Net carrying amount of the liability component:


(in thousands)	March 31, 2020
Principal	$	600,000
Unamortized debt discount	(82,624)
Unamortized issuance costs	(12,268)
	$	505,108

Net carrying amount of the equity component, included in additional paid in capital:


(in thousands)	March 31, 2020
Conversion options ⁽¹⁾	$	61,604

(1) Net of issuance costs and taxes.

Interest expense related to the Notes:


	Three Months Ended March 31,
(in thousands)	2020
Contractual interest expense (0.75% coupon)	$	450
Amortization of debt discount ⁽¹⁾	1,497
Amortization of issuance cost ⁽¹⁾	222
	$	2,169

(1) Amortized based upon an effective interest rate of 4.31%.

Future payments of principal and contractual interest:


	March 31, 2020
(in thousands)	Principal		Interest		Total
2020	$	—	$	2,338	$	2,338
2021	—		4,500		4,500
2022	—		4,500		4,500
2023	—		4,500		4,500
2024	—		4,500		4,500
2025	600,000		1,488		601,488
	$	600,000	$	21,826	$	621,826

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Capped call transactions

In February 2020, the Company entered into privately negotiated capped call transactions (“Capped Call Transactions”) with certain financial institutions. The Capped Call Transactions cover approximately 4.4 million shares (representing the number of shares for which the Notes are initially convertible) of the Company’s common stock and are generally expected to reduce potential dilution to the common stock upon any conversion of Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions is initially $196.44. The Capped Call Transactions are classified as “other long-term assets” and re-measured to fair value at the end of each reporting period, resulting in a non-operating gain or loss.

Change in value of Capped Call Transactions:


(in thousands)	Three Months Ended March 31, 2020
Value at issuance	$	51,900
Fair value adjustment	(18,592)
Balance as of March 31,	$	33,308

Credit Facility

In November 2019, and as amended in February 2020, the Company entered into a five-year $100 million senior secured revolving credit agreement (the “Credit Facility”) with PNC Bank, National Association (“PNC”). The Company may use borrowings to finance working capital needs and for general corporate purposes. Subject to specific circumstances, the Credit Facility allows the Company to increase the aggregate commitment up to $200 million.

The Credit Facility contains customary covenants, including, but not limited to, those relating to additional indebtedness, liens, asset divestitures, and affiliate transactions. The Company is also required to comply with financial covenants that consist of a maximum net consolidated leverage ratio of 3.5 (with a step-up in the event of certain acquisitions) and a minimum consolidated interest coverage ratio of 3.5. The commitments expire on November 4, 2024, and any outstanding loans will be payable on such date.

As of March 31, 2020 and December 31, 2019, the Company had 0 outstanding borrowings under the Credit Facility.

7. 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 investments in privately-held companies 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.

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 on which there is 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 to minimize the use of unobservable inputs when determining fair value.

The Company’s cash equivalents are composed of money market funds ~~and time deposits,~~ which are classified within Level 1 ~~and Level 2, respectively,~~ in the fair value hierarchy. The Company’s marketable securities, which are classified within Level 2 of the fair value hierarchy, are valued based on a market approach using quoted prices, when available, or matrix pricing compiled by third-party pricing vendors, using observable market inputs such as interest rates, yield curves, and credit risk. The Company’s investments in privately-held companies are classified within Level 3 ofin the fair value hierarchy.

~~If applicable, the Company will recognize transfers into and out of levels within the~~ The fair value ~~hierarchy~~of the Capped Call Transactions at the end of ~~the~~each reporting period is determined using a Black-Scholes option-pricing model. These valuation models use various market-based inputs, including stock price, remaining contractual term, expected volatility, risk-free interest rate, and expected dividend yield, as applicable. The Company applies significant judgment in ~~which~~its determination of expected volatility. The Company considers both historical and implied volatility levels of the ~~actual event or change in circumstance occurs. There were no transfers between levels during the nine months ended September 30, 2019.~~underlying equity security and apply limited consideration of historical peer group volatility levels.

The Company’s assets and liabilities measured at fair value on a recurring basis were:

September 30, 2019
(in thousands) Level 1 Level 2 Level 3 Total
Cash equivalents $ 88
$ —
$ —
$ 88
Marketable securities:
Municipal bonds $ —
$ 10,749
$ —
$ 10,749
Corporate bonds —
9,716
—
9,716
Total marketable securities $ —
$ 20,465
$ —
$ 20,465
Investments in privately-held companies ⁽¹⁾
$ —
$ —
$ 4,583
$ 4,583


	March 31, 2020														December 31, 2019
(in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash equivalents ⁽¹⁾	$	460,475	$	—	$	—	$	460,475	$	—	$	—	$	—	$	—
Investments in privately-held companies ⁽²⁾	$	—	$	—	$	6,338	$	6,338	$	—	$	—	$	4,871	$	4,871
Capped Call Transactions ^{(2) (3)}	$	—	$	33,308	$	—	$	33,308	$	—	$	—	$	—	$	—

⁽¹⁾ Composed of investments in money market funds. (2) Included in other long-term assets. (3) See "6. Debt" for additional information.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2018
(in thousands) Level 1 Level 2 Level 3 Total
Cash equivalents $ 10,155
$ 10,000
$ —
$ 20,155
Marketable securities:
Municipal bonds $ —
$ 44,705
$ —
$ 44,705
Corporate bonds —
48,296
—
48,296
Total marketable securities $ —
$ 93,001
$ —
$ 93,001
Investments in privately-held companies ⁽¹⁾
$ —
$ —
$ 3,390
$ 3,390

Change in investments in privately-held companies:


(in thousands)	Three Months Ended March 31, 2020
Balance as of January 1,	$	4,871
New investments	1,490
Sales of investments	(1,424)
Currency translation adjustments	(73)
Fair value adjustment	1,474
Balance as of end of period	$	6,338

⁽¹⁾ ~~Included in other long-term assets.~~

For certain other financial instruments, including cash equivalents, accounts receivable, and accounts payable, the carrying value approximates fair value due to the relatively short maturity of these items.

The fair value of the Company’s Notes was recorded at $515.9 million upon issuance, which reflected the principal amount of the Notes less the fair value of the conversion feature. The fair value of the debt component was determined based on a discounted cash flow model. The discount rate used reflected both the time value of money and credit risk inherent in the Notes. The carrying value of the Notes will be accreted, over the remaining term to maturity, to their principal value of $600 million.

9.The fair value of the Notes (inclusive of the conversion feature which is embedded in the Notes) was approximately $533 million as of March 31, 2020. The fair value was determined based on the quoted price of the Notes in an over-the-counter market on the last trading day of the reporting period and has been classified within Level 2 in the fair value hierarchy. See "6. Debt" for additional information.

8. LEASES

~~The Company’s leases are primarily for office space used in the ordinary course of business.~~Expense

~~Accounting policy~~


	Three Months Ended March 31,
(in thousands)	2020		2019
Fixed lease costs	$	4,818	$	4,300
Short-term lease costs	455		285
Variable lease costs	1,278		1,321
	$	6,551	$	5,906

All the Company’s leases are operating leases. The Company accounts for a contract as a lease when it has the right to control the asset for a period of time while obtaining substantially all of the asset’s economic benefits. The Company determines the initial classification and measurement of its operating right of use assets and lease liabilities at the lease commencement date and thereafter if modified. Fixed lease costs are recognized on a straight-line basis over the term of the lease. Variable lease costs are recognized in the period in which the obligation for those payments is incurred. The Company combines lease and non-lease components in the determination of lease costs for its office space leases. The lease liability includes lease payments related to options to extend or renew the lease term if the Company is

~~PEGASYSTEMS INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~reasonably certain it will exercise those options. The Company’s leases do not contain any material residual value guarantees or restrictive covenants.~~

~~Expense~~

(in thousands) Three Months Ended
September 30, 2019 Nine Months Ended
September 30, 2019
Fixed lease costs $ 4,763
$ 13,344
Variable lease costs 1,470
4,153
$ 6,233
$ 17,497

Right of use assets and lease liabilities


(in thousands)	September 30, 2019		(in thousands)	March 31, 2020		December 31, 2019
Right of use assets ⁽¹⁾	$	62,296	Right of use assets ⁽¹⁾	$	54,624	$	58,273
Lease liabilities ⁽²⁾	$	15,742	Lease liabilities ⁽²⁾	$	15,385	$	15,885
Long-term lease liabilities	$	56,904	Long-term lease liabilities	$	47,919	$	52,610

⁽¹⁾Represents the Company’s right to use the leased asset during the lease term. Included in other long-term assets. ⁽²⁾Included in other current liabilities.

The weighted-average remaining lease term and discount rate for the Company’s leases were:



	~~September 30, 2019~~
~~Weighted-average remaining lease term~~	~~4.2 years~~
~~Weighted-average discount rate~~ ⁽¹⁾	~~5.8~~	%


	March 31, 2020	December 31, 2019
Weighted-average remaining lease term	3.8 years	4 years
Weighted-average discount rate ⁽¹⁾	5.8 %	5.8	%

⁽¹⁾The rates implicit in most of the Company’s leases are not readily ~~determinable, therefore~~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 term of the lease.

Maturities of lease liabilities are:


(in thousands)	March 31, 2020		December 31, 2019
2020	$	13,838	$	19,373
2021	18,640		18,702
2022	17,383		17,671
2023	16,350		16,615
2024 and thereafter	4,619		4,734
Total lease payments	70,830		77,095
Less: imputed interest ⁽¹⁾	(7,526)		(8,600)
Total short and long-term lease liabilities	$	63,304	$	68,495

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands) September 30, 2019
Remainder of 2019 $ 3,402
2020 21,061
2021 18,800
2022 17,642
2023 and thereafter 21,375
Total lease payments 82,280
Less: imputed interest ⁽¹⁾
(9,634 )
Total short and long-term lease liabilities $ 72,646

⁽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 as a result of a lease reassessment event.

As of December 31, 2018, the Company’s future minimum rental payments required under operating leases with noncancellable terms in excess of one year as determined before the adoption of ASC 842 were:

(in thousands)
Operating Leases ⁽¹⁾
2019 $ 15,993
2020 14,807
2021 13,262
2022 12,279
2023 11,084
$ 67,425

⁽¹⁾~~Operating leases include future minimum rent payments, net of estimated sublease income for facilities that the Company has vacated pursuant to its restructuring activities.~~

Cash flow information



~~(in thousands)~~	Nine Months Ended September 30, 2019
~~Cash paid for leases~~	~~14,586~~
~~Right of use assets recognized for new leases and amendments (non-cash)~~	~~31,126~~


	Three Months Ended March 31,
(in thousands)	2020		2019
Cash paid for leases	$	5,520	$	5,197
Right of use assets recognized for new leases and amendments (non-cash)	$	551	$	8,034

~~PEGASYSTEMS INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~


	Three Months Ended March 31,
(in thousands)	2020		2019
Perpetual license	$	3,659	$	14,950
Term license	90,257		48,314
Revenue recognized at a point in time	93,916		63,264
Maintenance	73,695		67,706
Cloud	43,466		27,758
Consulting	54,514		53,818
Revenue recognized over time	171,675		149,282
	$	265,591	$	212,546

~~Revenue streams~~


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2019		2018		2019		2018		(in thousands)	Three Months Ended March 31,
(in thousands)												2020			2019
									Term license	$	90,257		$	48,314
Cloud									Cloud	43,466			27,758
Maintenance									Maintenance	73,695			67,706
Subscription ⁽¹⁾									Subscription ⁽¹⁾	207,418			143,778
Perpetual license	$	9,016	$	20,276	$	43,286	$	56,829	Perpetual license	3,659			14,950
Term license	48,989		32,066		122,257		128,070
Revenue recognized at a point in time	58,005		52,342		165,543		184,899
Maintenance	70,371		66,017		207,406		196,448
Cloud	35,153		22,184		94,610		57,967
Consulting	53,174		62,720		167,282		195,910		Consulting	54,514			53,818
Revenue recognized over time	158,698		150,921		469,298		450,325
	$	216,703	$	203,263	$	634,841	$	635,224		$	265,591		$	212,546

(in thousands) Three Months Ended
September 30, Nine Months Ended
September 30,
2019 2018 2019 2018
Term license $ 48,989
$ 32,066
$ 122,257
$ 128,070
Cloud 35,153
22,184
94,610
57,967
Maintenance 70,371
66,017
207,406
196,448
Subscription ⁽¹⁾
154,513
120,267
424,273
382,485
Perpetual license 9,016
20,276
43,286
56,829
Consulting 53,174
62,720
167,282
195,910
$ 216,703
$ 203,263
$ 634,841
$ 635,224

⁽¹⁾Reflects client arrangements (term license, cloud, and maintenance) that are subject to renewal.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Remaining performance obligations ~~(“RPO”~~("Backlog")

Expected future revenue on existing contracts:

September 30, 2019
(Dollars in thousands) Perpetual license Term license Maintenance Cloud Consulting Total
1 year or less $ 7,689
$ 25,948
$ 158,220
$ 133,785
$ 13,145
$ 338,787
56 %
1-2 years 853
3,798
18,590
105,081
863
129,185
21 %
2-3 years 1,306
591
8,323
72,915
841
83,976
14 %
Greater than 3 years —
85
4,959
51,591
—
56,635
9 %
$ 9,848
$ 30,422
$ 190,092
$ 363,372
$ 14,849
$ 608,583
100 %


	September 30, 2018															March 31, 2020
(Dollars in thousands)	Perpetual license		Term License		Maintenance		Cloud		Consulting		Total				(Dollars in thousands)	Perpetual license		Term license		Maintenance		Cloud		Consulting		Total
1 year or less	$	25,343	$	44,283	$	140,591	$	88,529	$	14,107	$	312,853	60	%	1 year or less	$	3,995	$	30,962	$	205,083	$	174,277	$	18,945	$	433,262	58	%
1-2 years	6,490		10,063		8,877		70,815		1,830		98,075		19	%	1-2 years	2,168		5,088		34,633		125,473		1,215		168,577		22	%
2-3 years	360		1,598		2,586		54,646		449		59,639		11	%	2-3 years	—		6,504		19,411		81,187		107		107,209		14	%
Greater than 3 years	1,306		218		1,079		49,110		50		51,763		10	%	Greater than 3 years	—		635		10,596		33,537		10		44,778		6	%
	$	33,499	$	56,162	$	153,133	$	263,100	$	16,436	$	522,330	100	%		$	6,163	$	43,189	$	269,723	$	414,474	$	20,277	$	753,826	100	%

~~Major clients~~


	March 31, 2019
(Dollars in thousands)	Perpetual license		Term License		Maintenance		Cloud		Consulting		Total
1 year or less	$	10,263	$	44,404	$	187,324	$	115,548	$	13,251	$	370,790	58	%
1-2 years	998		4,274		9,350		91,539		1,363		107,524		17	%
2-3 years	2,180		756		4,438		71,509		473		79,356		13	%
Greater than 3 years	—		135		2,008		72,742		27		74,912		12	%
	$	13,441	$	49,569	$	203,120	$	351,338	$	15,114	$	632,582	100	%

~~Clients accounting for 10% or more of the Company’s total revenue were:~~

Three Months Ended
September 30, Nine Months Ended
September 30,
(in thousands) 2019 2018 2019 2018
Total revenue $ 216,703
$ 203,263
$ 634,841
$ 635,224
Client A *
10 % *
*

*Client accounted for less than 10% of total revenue.

~~11.~~10. STOCK-BASED COMPENSATION

Three Months Ended
September 30, Nine Months Ended
September 30,
(in thousands) 2019 2018 2019 2018
Cost of revenues $ 4,787

$ 4,319
$ 14,216

$ 12,277
Selling and marketing 8,317

6,198
24,055

16,895
Research and development 4,858

3,917
13,990

11,356
General and administrative 3,884

1,974
7,981

7,045
$ 21,846

$ 16,408
$ 60,242

$ 47,573
Income tax benefit $ (4,430 )
$ (3,555 ) $ (12,226 )
$ (10,037 )

As of ~~September 30, 2019,~~March 31, 2020, the Company had ~~$95.6~~$146.3 million of unrecognized stock-based compensation expense, net of estimated forfeitures, which is expected to be recognized over a weighted-average period of ~~2.2~~2.3 years.

The Company granted the following stock-based compensation awards:

During the three months ended March 31, 2020, the Company issued 0.6 million shares of common stock to settle obligations of the Company’s stock-based compensation plans.

PEGASYSTEMS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~Common stock issued~~

~~During the nine months ended September 30, 2019, the Company issued 1.1 million shares of common stock under the Company’s stock-based compensation plans.~~

~~12.~~11. INCOME TAXES

Effective income tax rate

Nine Months Ended
September 30,
(Dollars in thousands) 2019 2018
(Benefit from) income taxes $ (43,158 ) $ (23,692 )
Effective income tax rate 32 % 80 %

During the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, the Company’s effective income tax rate ~~decreased~~benefit increased primarily due to the ~~Global Intangible Low-Taxed Income (“GILTI”) provision of the Tax Reform Act. The Company’s effective income tax rate was also affected by~~ excess tax benefits from stock-based compensation and ~~an increase in U.S. research~~a carry back claim benefit as a result of the Coronavirus Aid, Relief, and ~~development tax credits.~~Economic Security Act (“CARES Act”), partially offset by Global Intangible Low-Taxed Income (“GILTI”).

~~13. EARNINGS~~12. (LOSS) PER SHARE

Basic ~~earnings~~(loss) per share is computed using the weighted-average number of common shares outstanding during the applicable period. Diluted ~~earnings~~(loss) per share is computed using the weighted-average number of common shares outstanding during the applicable period, plus the dilutive effect of outstanding stock options, RSUs, and ~~RSUs, using~~the impact of the conversion spread of the Company’s convertible senior notes.

Calculation of the basic and diluted earnings per share:


	Three Months Ended March 31,
(in thousands, except per share amounts)	2020		2019
Net (loss)	$	(25,372)	$	(28,717)
Weighted-average common shares outstanding	79,808		78,584
(Loss) per share, basic	$	(0.32)	$	(0.37)

Net (loss)	$	(25,372)	$	(28,717)





Weighted-average common shares outstanding, assuming dilution ^{(1) (2)}	79,808		78,584
(Loss) per share, diluted	$	(0.32)	$	(0.37)

Outstanding anti-dilutive stock options and RSUs ⁽³⁾	5,948		5,563

(1) The Company expects to settle the principal amount of the Notes in cash. As a result, only the amount by which the conversion value exceeds the aggregated principal amount of the Notes is included in the diluted earnings per share computation under the treasury stock method. The conversion spread has a dilutive impact on diluted net income per share when the average market price of the Company’s common stock for a given period of time exceeds the initial conversion price of $135.05 per share for the Notes. In connection with the issuance of the Notes, the Company entered into Capped Call Transactions, which were not included in calculating the number of diluted shares outstanding, as their effect would have been anti-dilutive.

(2) In periods of loss, all ~~stock options and RSUs~~dilutive securities are excluded as their inclusion would be anti-dilutive.

~~The calculation of the basic and diluted earnings per share was:~~

Three Months Ended
September 30, Nine Months Ended
September 30,
(in thousands, except per share amounts) 2019 2018 2019 2018
Basic
Net (loss) $ (30,338 ) $ (7,587 ) $ (91,351 ) $ (5,796 )
Weighted-average common shares outstanding 79,200

78,700

78,928

78,525
(Loss) per share, basic $ (0.38 ) $ (0.10 ) $ (1.16 ) $ (0.07 )

Diluted
Net (loss) $ (30,338 ) $ (7,587 ) $ (91,351 ) $ (5,796 )
Weighted-average effect of dilutive securities:
Stock options —
—
—
—
RSUs —
—
—
—
Effect of dilutive securities —
—
—
—
Weighted-average common shares outstanding, assuming dilution 79,200
78,700
78,928
78,525
(Loss) per share, diluted $ (0.38 ) $ (0.10 ) $ (1.16 ) $ (0.07 )

Outstanding anti-dilutive stock options and RSUs ⁽¹⁾
5,953
6,119
5,923
6,380

⁽¹⁾(3) Certain outstanding stock options and RSUs were excluded from the computation of diluted earnings per share because they were anti-dilutive in the period presented. These awards may be dilutive in the future.

~~PEGASYSTEMS INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~14. SUBSEQUENT EVENTS~~

On November 6, 2019, the Company entered into a five-year $100 million, senior secured revolving credit agreement (the “Credit Agreement”) with PNC Bank, National Association (“PNC”). The Company may use borrowings to finance working capital needs and for general corporate purposes. Subject to specific circumstances, the Credit Agreement allows the Company to increase the aggregate commitment up to $200 million.

The Credit Agreement contains customary covenants, including, but not limited to, those relating to additional indebtedness, liens, asset divestures and affiliate transactions. The Company is also required to comply with financial covenants that consist of a maximum net consolidated leverage ratio of 3.5 (with a step-up in the event of certain acquisitions) and a minimum consolidated interest coverage ratio of 3.5. The commitments expire on November 4, 2024, and any outstanding loans will be payable on such date.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains or incorporates forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Words such as expects, anticipates, intends, plans, believes, will, could, should, estimates, may, targets, strategies, intends to, projects, forecasts, guidance, likely, and usually, or variations of such words and other similar expressions are intended to identify forward-looking statements, which speak only as of the date the statement was made and are based on current expectations and assumptions.

These forward-looking statements ~~include,~~deal with future events, and are subject to various risks and uncertainties that are difficult to predict, including, but are not limited to, statements about our future financial performance and business plans, the adequacy of our liquidity and capital resources, the continued payment of quarterly dividends, and the timing of revenue recognition, ~~and are described more completely in Part I~~management of our ~~Annual Report on Form 10-K for the year ended December 31, 2018.~~

These forward-looking statements are based on current expectations, estimates, forecasts, and projections about the industry and markets in which we operate and management’s beliefs and assumptions. In addition, other written or oral statements that constitute forward-looking statements may be made by us or on our behalf. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “could,” “estimate,” “may,” “target,” “strategy,” “is intendedtransition to~~” “project,” “guidance,” “likely,” “usually,” or variations of such words and similar expressions are intended to identify such forward-looking statements.~~

~~Important factors that could cause actual future activities and results to differ materially from those expressed in such forward-looking statements include, among others,~~ a more subscription-based business model, variation in demand for our products and services, including among clients in the public sector, the impact of actual or threatened public health emergencies, such as the Coronavirus (COVID-19), reliance on third-party ~~relationships,~~service providers, compliance with our debt obligations and debt covenants, the potential impact of our convertible senior notes and related capped call transactions, reliance on key personnel, ~~the inherent risks associated with international operations~~ and the continued uncertainties in the global economy, ~~our continued effort to market and sell both domestically and internationally,~~ foreign currency exchange rates, the potential legal and financial liabilities and reputation damage due to cyber-attacks, security breaches and security ~~breaches,~~flaws, our ability to protect our intellectual property rights and costs associated with defending such rights, maintenance of our client retention rate, and management of our growth. These risks and other factors that could cause actual results to differ materially from those expressed in such forward-looking statements are described ~~more completely~~further in Part I of our Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019, and other filings we make with the U.S. Securities and Exchange Commission (“SEC”).

Investors are cautioned not to place undue reliance on such forward-looking statements, and there are no assurances that the results contained in such statements will be achieved. Although new information, future events, or risks may cause actual results to differ materially from future results expressed or implied by such forward-looking statements, exceptExcept as required by applicable law, we do not undertake and expressly disclaim any obligation to publicly update or revise these forward-looking statements whether as the result of new information, future events, or otherwise.

We develop, market, license, host, and support enterprise software applications that help organizations transform the way they engage with their customers and process ~~and complete~~ work across their enterprise. We also license our ~~no-code~~low-code Pega Platform™ for rapid application development to clients that wish to build and extend their business applications. Our cloud-architected portfolio of customer engagement and digital process automation applications leverages artificial intelligence (“AI”), case management, and robotic automation technology, built on our unified ~~no-code~~low-code Pega Platform, empowering businesses to quickly design, extend, and scale their enterprise applications to meet strategic business needs.

Our target clients are Global 3000 organizations and government agencies that require applications to differentiate themselves in the markets they serve. Our applications achieve and facilitate differentiation by increasing business agility, driving growth, improving productivity, attracting and retaining customers, and reducing risk. We deliver applications tailored to our clients’ specific industry needs.

The impact of COVID-19 on our operational and financial performance will depend on future developments, including the duration and spread of the outbreak, impact on our clients and our sales cycles, and impact on our partners or employees, all of which are uncertain and cannot be predicted. As of March 31, 2020, COVID-19 has not had a material impact on our results of operations or financial condition.

Our shift towards subscription-based revenue streams, the industry mix of our clients, our product mix, the fact that many of our clients are well-known and of large size, and the critical nature of our products to our clients may reduce the impact of COVID-19 on our business compared to other businesses or may delay the effect, if any, of COVID-19 on our results of operations until future periods. However, it is not possible to estimate the ultimate impact that COVID-19 will have on our business, and such an impact will depend on future developments, which are highly uncertain and cannot be predicted. For example, in response to the COVID-19 pandemic, we have shifted certain of our client events to virtual-only experiences, and we may deem it advisable to similarly alter, postpone or cancel entirely additional client, employee, or industry events in the future. See “Coronavirus (“COVID-19”)” under Item 1A. Risk Factors for additional information.

We utilize several performance metrics in analyzing and assessing our overall performance, making operating decisions, and forecasting and planning for future ~~periods.~~

periods including:

(Dollars in thousands,
except per share amounts)
Three Months Ended
September 30, Change Nine Months Ended
September 30, Change
2019 2018 2019 2018
Total revenue $ 216,703
$ 203,263
$ 13,440
7 % $ 634,841
$ 635,224
$ (383 ) — %
Subscription revenue ⁽¹⁾
$ 154,513
$ 120,267
$ 34,246
28 % $ 424,273
$ 382,485
$ 41,788
11 %
Net (loss) $ (30,338 ) $ (7,587 ) $ (22,751 ) (300 )% $ (91,351 ) $ (5,796 ) $ (85,555 ) (1,476 )%
(Loss) per share, diluted $ (0.38 ) $ (0.10 ) $ (0.28 ) (280 )% $ (1.16 ) $ (0.07 ) $ (1.09 ) (1,557 )%

⁽¹⁾~~Reflects client arrangements (term license, cloud, and maintenance) that are subject to renewal.~~

Annual contract value (“ACV”) ^{(1) (2)}| +21% since March 31, 2019

~~The change in~~ •ACV ~~measures~~represents the ~~growth and predictability~~annualized value of ~~future cash flows from Pega Cloud and Client Cloud committed arrangements~~our active contracts as of the ~~end~~measurement date. ACV for term license and cloud contracts is calculated by dividing the total value of the ~~particular reporting period.~~

⁽¹⁾~~Total ACV, as of a given date, is~~contract by the ~~sum~~duration of the ~~following two components:~~

~~Client Cloud: the sum of (1) the annual value of each term license contract in effect on such date, which is equal to its total license value divided by the total number of years and (2)~~contract in years. ACV for maintenance is calculated as maintenance revenue ~~reported~~ for the quarter then ended ~~on such date,~~ multiplied by four. Client cloud ACV is composed of maintenance ACV and ACV from term license contracts. We ~~do not provide hosting services for Client Cloud arrangements.~~

~~Pega Cloud: the sum of the annual value of each cloud contract in effect on such date, which is equal to its total value divided by the total number of years.~~

⁽²⁾~~As foreign currency exchange rates are an important factor in understanding period to period comparisons, we~~ believe the presentation of ACV ~~growth rates~~ on a constant currency basis enhances the understanding of our results and evaluation of our performance in comparison to prior ~~periods.~~periods, as it provides visibility into the impact of changes in foreign currency exchange rates, which are outside of our control. All periods shown reflect foreign currency exchange rates as of March 31, 2020.

Remaining performance obligations (“~~RPO”~~Backlog”) | +19% since March 31, 2019

~~Expected~~•Backlog represents contracted revenue that has not yet been recognized, and includes deferred revenue and non-cancellable amounts that will be invoiced and recognized as revenue in future periods.

Cloud revenue ~~on existing contracts:~~

September 30, 2018
(Dollars in thousands) Perpetual license Term license Maintenance Cloud Consulting Total
1 year or less $ 25,343
$ 44,283
$ 140,591
$ 88,529
$ 14,107
$ 312,853
60 %
1-2 years 6,490
10,063
8,877
70,815
1,830
98,075
19 %
2-3 years 360
1,598
2,586
54,646
449
59,639
11 %
Greater than 3 years 1,306
218
1,079
49,110
50
51,763
10 %
$ 33,499
$ 56,162
$ 153,133
$ 263,100
$ 16,436
$ 522,330
100 %
•Cloud revenue is revenue as reported under US GAAP for cloud contracts.

CRITICAL ACCOUNTING POLICIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.”) and the rules and regulations of the SEC for interim financial reporting. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience, knowledge of current conditions, and expectations of what could occur in the future given available information.

For more information regarding our critical accounting policies, we encourage you to read the discussion contained in the following locations in our Annual Report on Form 10-K for the year ended December 31, ~~2018:~~2019:

•“Critical Accounting Estimates and Significant Judgments” in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and

•Note 2. “Significant Accounting Policies” in Item 8. “Financial Statements and Supplementary ~~Data”.~~Data.”

There have been no significant changes to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019 other than those listed below.

Capped Call Transactions

In February 2020, we entered into privately negotiated capped call transactions (“Capped Call Transactions”) with certain financial institutions. The Capped Call Transactions cover approximately 4.4 million shares (representing the number of shares for which the Notes are initially convertible) of our common stock and are generally expected to reduce potential dilution of our common stock upon any conversion of Notes. The fair value of the Capped Call Transactions at the end of each reporting period is determined using a Black-Scholes option-pricing model. These valuation models use various market-based inputs, including stock price, remaining contractual term, expected volatility, risk-free interest rate, and expected dividend yield, as applicable. Management applies significant judgment in its determination of expected volatility. We consider both historical and implied volatility levels of the underlying equity security and apply limited consideration of historical peer group volatility levels.

The Capped Call Transactions are classified as “other long-term assets” and re-measured to fair value at the end of each reporting period, resulting in a non-operating gain or loss.

See "6. Debt" and “7. Fair Value Measurements” in Item 1 of this Quarterly Report for additional information.

RESULTS OF OPERATIONS

Revenue

(Dollars in thousands) Three Months Ended
September 30, Change Nine Months Ended
September 30, Change
2019 2018 2019 2018
Cloud $ 35,153
16 % $ 22,184
11 % $ 12,969
58 % $ 94,610
15 % $ 57,967
9 % $ 36,643
63 %
Term license 48,989
23 % 32,066
16 % 16,923
53 % 122,257
19 % 128,070
20 % (5,813 ) (5 )%
Maintenance 70,371
32 % 66,017
32 % 4,354
7 % 207,406
33 % 196,448
31 % 10,958
6 %
Subscription ⁽¹⁾
154,513
71 % 120,267
59 % 34,246
28 % 424,273
67 % 382,485
60 % 41,788
11 %
Perpetual license 9,016
4 % 20,276
10 % (11,260 ) (56 )% 43,286
7 % 56,829
9 % (13,543 ) (24 )%
Consulting 53,174
25 % 62,720
31 % (9,546 ) (15 )% 167,282
26 % 195,910
31 % (28,628 ) (15 )%
$ 216,703
100 % $ 203,263
100 % $ 13,440
7 % $ 634,841
100 % $ 635,224
100 % $ (383 ) — %

⁽¹⁾~~Reflects client arrangements (term license, cloud, and maintenance) that are subject to renewal.~~

Our license revenue is derived from sales of our applications and Pega Platform. Our cloud revenue is derived from our hosted Pega Platform and software applications.

We expect our revenue mix to continue to shift in favor of our subscription offerings, particularly cloud arrangements, which could result in slower total revenue growth in the near term. Revenue from cloud arrangements is generally recognized over the service period, while revenue from term and perpetual license arrangements is generally recognized upfront when the license rights become effective.

~~Subscription revenue~~


(Dollars in thousands)	Three Months Ended March 31,													Change
			2020						2019
Cloud	$	43,466	16	%	$	27,758	13	%		$	15,708	57	%
Maintenance	73,695		28	%	67,706		32	%		5,989		9	%
Term license	90,257		34	%	48,314		23	%		41,943		87	%
Subscription ⁽¹⁾	207,418		78	%	143,778		68	%		63,640		44	%
Perpetual license	3,659		1	%	14,950		7	%		(11,291)		(76)	%
Consulting	54,514		21	%	53,818		25	%		696		1	%
Total revenue	$	265,591	100	%	$	212,546	100	%		$	53,045	25	%

(1) Reflects client arrangements (term license, cloud, and maintenance) that are subject to renewal.

The ~~increases~~increase in ~~cloud~~total revenue was primarily due to the increase in ~~the three and nine months ended September 30, 2019 reflect~~subscription revenue, partially offset by a decrease in perpetual revenue, which reflects the shift in client preferences to ~~cloud~~subscription arrangements from other types of arrangements. The increase in term license revenue in the three months ended September 30, 2019 was due to revenue recognized from several large, multi-year term license contracts in the three months ended September 30, 2019. The decrease in term license revenue in the nine months ended September 30, 2019 was attributable to revenue recognized from term license contracts in the nine months ended September 30, 2019 with multi-year committed maintenance periods, which resulted in a greater portion of the contract value being allocated to maintenance. The increases in maintenance revenue in the three and nine months ended September 30, 2019 were primarily due to the continued growth in the aggregate value of the installed base of our software and strong renewal rates in excess of 90%.

~~Perpetual license~~

The decreases in perpetual license revenue in the three and nine months ended September 30, 2019 reflects the shift in client preferences in favor of our cloud offerings instead of our perpetual license arrangements.

~~Consulting~~

Our consulting revenue fluctuates depending upon the mix of new implementation projects we perform as compared to those performed by our enabled clients or led by our partners. The decreases in consulting revenue in the three and nine months ended September 30, 2019 were primarily due to decreases in billable hours.

Gross profit


	Three Months Ended September 30,									Change						Nine Months Ended September 30,												Change							Three Months Ended March 31,																		Change
(Dollars in thousands)	2019					2018									2019						2018						(Dollars in thousands)						2020									2019
Software license	$	57,329		99	%	$	51,087	98	%		$	6,242		12	%		$	162,561		98	%		$	181,127		98	%			$	(18,566	)	(10	)%	Software license		$	93,232	99	%			$	61,886	98	%			$	31,346	51	%
Maintenance	63,683			90	%	59,938		91	%	3,745			6	%		188,091			91	%		178,413			91	%		9,678			5	%	Maintenance		68,119			92	%		61,371			91	%		6,748			11	%
Cloud	17,329			49	%	12,569		57	%	4,760			38	%		46,841			50	%		31,853			55	%		14,988			47	%	Cloud		25,933			60	%		14,460			52	%		11,473			79	%
Consulting	(2,536		)	(5	)%	5,246		8	%	(7,782		)	*			4,933			3	%		19,977			10	%		(15,044		)	(75	)%	Consulting		(1,221)			(2)	%		392			1	%		(1,613)			*
	$	135,805		63	%	$	128,840	63	%	$	6,965		5	%		$	402,426		63	%		$	411,370		65	%		$	(8,944	)	(2	)%			$	186,063		70	%		$	138,109		65	%		$	47,954		35	%

The recent shift in our revenue mix toward cloud arrangements has resulted in slower total gross profit growth as our cloud business continues to grow and scale. Revenue from cloud arrangements is generally recognized over the service period, while revenue from term and perpetual license arrangements is generally recognized upfront when the license rights become effective.

The increase in ~~total~~ gross profit ~~in the three months ended September 30, 2019~~ was primarily due to ~~an increase~~the increases in term ~~revenue recognized from several large, multi-year term license contracts in the three months ended September 30, 2019. It was also due to an increase in~~and cloud revenue, ~~reflecting~~which reflects the shift in client preferences to cloud arrangements from other types of ~~arrangements, an~~arrangements.

The increase in ~~maintenance revenue due to the continued growth in the aggregate value of the installed base of our software and strong renewal rates in excess of 90%.~~

~~The decrease in total~~ gross profit ~~in the nine months ended September 30, 2019~~percent was primarily due to ~~a decrease in term and perpetual license revenue and a decrease in consulting revenue due to a decrease in billable hours.~~the:

The decrease in total gross profit percent in the nine months ended September 30, 2019 was driven by the shift in client preferences in favor of cloud arrangements, which are lower margin than our term and perpetual license revenue streams and decreases in cloud and consulting gross profit percent.

~~The decreases~~•increase in cloud gross profit percent, ~~in the three and nine months ended September 30, 2019 were~~ driven by ~~an increase in costs~~cost efficiency gains as ~~we accelerated~~ our ~~investments in~~ cloud ~~infrastructure~~business continues to grow and ~~service delivery to support future growth. The decreases~~scale, and

•decrease in consulting gross profit percent, ~~in the three and nine months ended September 30, 2019 were~~ driven by ~~a decrease in billable hours as consulting resources were transitioning to new projects after completing a large project and~~ an increase in consulting resource availability as we ~~continue growing and leveraging~~leverage our partner network.


(Dollars in thousands)	Three Months Ended March 31,													Change
			2020						2019
Selling and marketing	$	136,024	51	%	$	108,865	51	%		$	27,159	25	%
Research and development	$	58,727	22	%	$	50,596	24	%		$	8,131	16	%
General and administrative	$	15,630	6	%	$	12,676	6	%		$	2,954	23	%

~~Selling~~•The increase in sales and marketing

Three Months Ended
September 30, Change Nine Months Ended
September 30, Change
(Dollars in thousands) 2019 2018 2019 2018
Selling and marketing ⁽¹⁾
$ 115,237
$ 87,490
$ 27,747
32 % $ 341,064
$ 269,845
$ 71,219
26 %
As a percent of total revenue 53 % 43 % 54 % 42 %
Selling and marketing headcount,
end of period
1,532
1,194
338
28 %

⁽¹⁾ Includes compensation, benefits, and other headcount-related expenses associated with selling and marketing activities, as well as advertising, promotions, trade shows, seminars, and the amortization of client-related intangibles.

~~The increases in the three and nine months ended September 30, 2019 were~~ was primarily due to an increase in compensation and benefits of ~~$22.6 million and $58.1~~$22.5 million, attributable to increased headcount and equity compensation, and ~~increases~~$5.3 million of ~~$4.0 million and $10.6 million~~costs incurred in ~~deferred contract cost amortization. Also, contributing to~~2020 as a result of the ~~increases were travel and entertainment~~cancellation of ~~$2.6 million and $4.5 million.~~the live event portion of PegaWorld. The increase in headcount reflects our efforts to increase our sales capacity to deepen relationships with existing clients and target new ~~accounts~~.accounts.

~~Research~~•The increase in research and development

Three Months Ended
September 30, Change Nine Months Ended
September 30, Change
(Dollars in thousands) 2019 2018 2019 2018
Research and development ⁽¹⁾
$ 52,492
$ 46,504
$ 5,988
13 % $ 152,802
$ 135,261
$ 17,541
13 %
As a percent of total revenue 24 % 23 % 24 % 21 %
Research and development headcount,
end of period
1,631
1,595
36
2 %

⁽¹⁾ Includes compensation, benefits, contracted services, and other headcount-related expenses associated with the development of our products, as well as enhancements and design changes to existing products and the integration of acquired technologies.

~~The increases in the three and nine months ended September 30, 2019 were~~ was primarily due to an increase in compensation and benefits of ~~$3.8 million and $10.5~~$7.2 million, attributable to ~~an increase in~~increased headcount and equity ~~compensation, and $1.2 million and $4.5 million~~compensation.

•The increase in ~~cloud hosting expenses as we expand our cloud-focused research and development activities.~~

~~General and administrative~~

Three Months Ended
September 30, Change Nine Months Ended
September 30, Change
(Dollars in thousands) 2019 2018 2019 2018
General and administrative ⁽¹⁾
$ 14,843
$ 12,104
$ 2,739
23 % $ 41,693
$ 38,749
$ 2,944
8 %
As a percent of total revenue 7 % 6 % 7 % 6 %
General and administrative headcount,
end of period ⁽²⁾
420
326
94
29 %

⁽¹⁾ Includes compensation, benefits, and other headcount-related expenses associated with finance, legal, corporate governance, and other administrative headcount. It also includes accounting, legal, and other professional consultinggeneral and administrative ~~fees.~~ ⁽²⁾ ~~The headcount includes employees in corporate services departments, whose costs are partially allocated to other operating expense areas.~~

~~The increases in the three and nine months ended September 30, 2019 were~~was primarily due to an increase of $1.5 million in compensation and benefits ~~of $3.2 million and $3.7 million,~~ due to increased headcount.

~~Stock-based compensation~~

Three Months Ended
September 30, Change Nine Months Ended
September 30, Change
(Dollars in thousands) 2019 2018 2019 2018
Cost of revenues $ 4,787
$ 4,319
$ 468
11 % $ 14,216
$ 12,277
$ 1,939
16 %
Selling and marketing 8,317
6,198
2,119
34 % 24,055
16,895
7,160
42 %
Research and development 4,858
3,917
941
24 % 13,990
11,356
2,634
23 %
General and administrative 3,884
1,974
1,910
97 % 7,981
7,045
936
13 %
$ 21,846
$ 16,408
$ 5,438
33 % $ 60,242
$ 47,573
$ 12,669
27 %

The increases in the three and nine months ended September 30, 2019 were primarily due to the increased value of our annual periodic equity awards granted in March 2019 and 2018 and increased headcount. These awards generally have a five-year vesting schedule.

Other income (expense), net

Three Months Ended
September 30, Change Nine Months Ended
September 30, Change
(Dollars in thousands) 2019 2018 2019 2018
Foreign currency transaction (loss) gain $ (1,970 ) $ 399
$ (2,369 ) *
$ (3,577 ) $ 558
$ (4,135 ) *
Interest income, net 556
683
(127 ) (19 )% 1,823
2,076
(253 ) (12 )%
Other income, net 323
—
323
*
378
363
15
4 %

$ (1,091 ) $ 1,082
$ (2,173 ) *
$ (1,376 ) $ 2,997
$ (4,373 ) *


(Dollars in thousands)	Three Months Ended March 31,										Change
			2020			2019
Foreign currency transaction (loss)	$	(5,947)		$	(3,712)		$	(2,235)	(60)	%
Interest income	607			723			(116)		(16)	%
Interest expense	(2,306)			—			(2,306)		*
Other (loss), net	(17,218)			—			(17,218)		*
	$	(24,864)		$	(2,989)		$	(21,875)	(732)	%

•The ~~changes~~change in other (loss), net is due to a fair value adjustment of $18.6 million on the Capped Call Transactions, entered into in connection with our issuance of the Notes. See "6. Debt" in Item 1 of this Quarterly Report for additional information.

•The change in foreign currency transaction (loss) ~~gain~~ were primarily due to the impact of fluctuations in foreign currency exchange rates associated with our foreign currency-denominated cash, accounts receivable, and intercompany receivables and payables held by our United Kingdom (“U.K.”) subsidiary.

•The increase in interest expense is due to our issuance of $600 million in aggregate principal amount of our convertible senior notes (“Notes”) on February 24, 2020. See "6. Debt" in Item 1 of this Quarterly Report for additional information.

(Benefit from) income taxes

The inclusion of excess tax benefits from stock-based compensation in the provision for income taxes has increased the variability of the effective tax rates in recent periods. This fluctuation may continue in future periods, depending on our future stock price in relation to the fair value of awards, the timing of the vestings of RSU ~~vestings,~~awards, the exercise behavior of our stock option holders, and the total value of future grants of stock-based compensation awards.

During the ~~nine~~three months ended ~~September 30, 2019, the Company’s~~March 31, 2020, our effective income tax rate ~~changed~~benefit increased primarily due to the ~~Global Intangible Low-Taxed Income (“GILTI”) provision of the Tax Reform Act. The Company’s effective income tax rate was also affected by~~ excess tax benefits from stock-based compensation and ~~an increase in U.S. research~~a carry back claim benefit as a result of the Coronavirus Aid, Relief, and ~~development tax credits.~~Economic Security Act (“CARES Act”), partially offset by Global Intangible Low-Taxed Income (“GILTI”).

LIQUIDITY AND CAPITAL RESOURCES

Nine Months Ended
September 30,
(in thousands) 2019 2018
Cash provided by (used in):
Operating activities $ (13,462 ) $ 67,088
Investing activities 53,448
(49,595 )
Financing activities (61,941 ) (71,664 )
Effect of exchange rates on cash and cash equivalents (363 ) (1,913 )
Net (decrease) in cash and cash equivalents $ (22,318 ) $ (56,084 )

(in thousands) September 30, 2019 December 31, 2018
Held by U.S. entities $ 41,484
$ 143,533
Held by foreign entities 71,085
63,890
Total cash, cash equivalents, and marketable securities $ 112,569
$ 207,423


	Three Months Ended March 31,
(in thousands)	2020		2019
Cash provided by (used in):
Operating activities	$	(18,323)	$	22,703
Investing activities	(12,562)		(1,466)
Financing activities	502,174		(25,587)
Effect of exchange rates on cash and cash equivalents	(1,510)		295
Net increase (decrease) in cash and cash equivalents	$	469,779	$	(4,055)

On November 6, 2019, we entered into a five-year $100 million senior secured revolving credit agreement (the “Credit Agreement”) with PNC Bank, National Association (“PNC”). We may use borrowings to finance working capital needs and for general corporate purposes. Subject to specific circumstances, the Credit Agreement allows us to increase the aggregate commitment up to $200 million. See Item 5. “Other Information” for additional information.


(in thousands)	March 31, 2020		December 31, 2019
Held by U.S. entities	$	493,629	$	23,437
Held by foreign entities	44,513		44,926
Total cash and cash equivalents	$	538,142	$	68,363

We believe that our current cash, ~~cash equivalents, marketable securities,~~ cash flow from operations, and borrowing capacity will be sufficient to fund our operations and quarterly cash dividends ~~and stock repurchases~~ for at least the next 12 months. Whether these resources are adequate to meet our liquidity needs beyond that period will depend on our growth, operating results, and the investments required to meet the possible increased demand for our services. If we require additional capital resources to grow our business, we may seek to finance our operations from available funds or additional external financing.

If it became necessary to repatriate foreign funds, we may be required to pay U.S. ~~state~~ and ~~local taxes, as well as~~ foreign taxes upon repatriation. Due to the complexity of income tax laws and regulations, and the effects of the Tax Reform Act, it is impracticable to estimate the amount of taxes we would have to pay.

Cash (used in) provided by operating activities

As client preferences continue to shift in favor of cloud arrangements, we could continue to experience slower operating cash flow growth, or negative cash flow, in the near term. Cash from cloud and term arrangements is generally collected over an average service period of three years, while cash from perpetual license arrangements is generally collected upfront, shortly after the license rights become effective.

The primary driver of the decrease in the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 was the recent shift in our revenue mix toward cloud arrangements ~~which are generally collected over an average service period of three years,~~ and increased costs as ~~the Company~~we accelerated investments in ~~its~~our cloud offerings and selling and marketing activities to support future growth.

In the three months ended March 31, 2020, COVID-19 did not have a material impact on our cash flows from operations. See “Coronavirus (“COVID-19”)” under Item 1A. Risk Factors for additional information.

Cash ~~provided by~~ (used in) investing activities

The change in cash ~~provided by~~ (used in) investing activities was primarily driven by ~~the payment~~investments in property and equipment at several of ~~consideration for the acquisition of In the Chat Communications Inc. in May 2019.~~our office locations.

Cash provided by (used in) financing activities

~~We primarily used cash~~In February 2020, we issued $600 million in ~~financing activities for repurchases~~aggregate principal amount of our ~~common stock~~convertible senior notes (“Notes”) due March 1, 2025, which provided net proceeds as follows:


(in thousands)	Amount
Principal			$	600,000
Less: issuance costs			(14,527)
Less: Capped Call Transactions			(51,900)
	$	533,573

A portion of the proceeds of the Notes was used to fund the Capped Call Transactions with the remainder to be used for working capital and other general corporate purposes. See "6. Debt" in Item 1 of this Quarterly Report for additional information.

In November 2019, and as amended in February 2020, we entered into a five-year $100 million senior secured revolving credit agreement (the “Credit Facility”) with PNC Bank, National Association (“PNC”). As of March 31, 2020 and December 31, 2019, we had 0 outstanding borrowings under ~~our publicly announced stock repurchase programs, stock repurchases for tax withholdings for~~ the ~~net settlement of our equity awards, and the payment of our quarterly dividend.~~Credit Facility.

Stock repurchase program ⁽¹⁾

~~The changes~~Changes in the remaining stock repurchase ~~authority were:~~

authority:

Nine Months Ended
September 30,
(in thousands) 2019
January 1, $ 6,620
Authorizations ⁽²⁾
60,000
Repurchases (20,286 )
September 30, $ 46,334


(in thousands)	Three Months Ended March 31, 2020
January 1,	$	45,484

Repurchases	(6,000)
March 31,	$	39,484

⁽¹⁾ Purchases under these programs have been made on the open market.⁽²⁾ On March 15, 2019, we announced that our Board of Directors extended the expiration date of the current stock repurchase program to June 30, 2020 and increased the amount of common stock we are authorized to repurchase by $60 million .

Common stock repurchases


	Nine Months Ended September 30,							Three Months Ended March 31,
	2019			2018				2020				2019
(in thousands)	Shares	Amount		Shares	Amount		(in thousands)	Shares	Amount		Shares	Amount
Tax withholdings for net settlement of equity awards	514	$	34,871	591	$	35,530	Tax withholdings for net settlement of equity awards	257	$	23,011	232	$	14,838
Stock repurchase program ⁽¹⁾							Stock repurchase program ⁽¹⁾	87	6,000		144	7,586
Repurchases paid	318	20,086		512	29,949
Repurchases unsettled at period end	3	200		3	200
Activity in period ⁽²⁾	835	$	55,157	1,106	$	65,679	Activity in period ⁽²⁾	344	$	29,011	376	$	22,424

⁽¹⁾ Represents activity under our publicly announced stock repurchase programs. ⁽²⁾ During the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ instead of receiving cash from the equity holders, we withheld shares with a value of ~~$31.6~~$15.3 million and ~~$28.2~~$12.2 million, respectively, for the exercise price of options. These amounts have been excluded from the table above.

Nine Months Ended
September 30,
(in thousands) 2019 2018
Dividend payments to shareholders $ 7,105
$ 7,067
Dividends

~~It is our current intention~~


	Three Months Ended March 31,
(in thousands)	2020		2019
Dividend payments to shareholders	$	2,388	$	2,363

We currently intend to pay a quarterly cash dividend of $0.03 per share, however, the Board of Directors may terminate or modify the dividend program at any time without prior notice.

Contractual obligations

As of March 31, 2020, our contractual obligations were:


	Payments due by period
(in thousands)	2020		2021		2022-2023		2024-2025		2026 and thereafter		Other		Total
Purchase obligations ⁽¹⁾	$	49,237	$	56,689	$	57,498	$	—	$	—	$	—	$	163,424
Investment commitments ⁽²⁾	995		703		—		—		—		—		1,698
Liability for uncertain tax positions⁽³⁾	—		—		—		—		—		5,210		5,210
Operating lease obligations ⁽⁴⁾	13,837		18,640		33,733		3,925		695		—		70,830
Total	$	64,069	$	76,032	$	91,231	$	3,925	$	695	$	5,210	$	241,162

(1) Represents the fixed or minimum amounts due under purchase obligations for hosting services and sales and marketing programs.

(2) Represents the maximum funding that would be expected under existing investment agreements with privately-held companies. Our investment agreements generally allow us to withhold unpaid committed funds at our discretion.

(3) We are unable to reasonably estimate the timing of the cash outflow due to uncertainties in the timing of the effective settlement of tax positions.

(4) See "8. Leases" in Item 1 of this Quarterly Report for additional information.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~There have been no material~~Market risk represents the risk of loss that may affect us due to adverse changes ~~during~~in financial market prices and rates.

Foreign currency exposure

Our international sales are usually denominated in foreign currencies. However, the ~~nine months ended September 30, 2019~~operating expenses of our foreign operations are also primarily denominated in foreign currencies, which partially offsets our foreign currency exposure.

A hypothetical 10% strengthening in the U.S. dollar against other currencies would result in the following impact:


	Three Months Ended March 31,
	2020		2019
(Decrease) increase in revenue	(3)	%	(4)	%
(Decrease) increase in net income	(14)	%	(6)	%

We experience fluctuations in transaction gains or losses from remeasurement of monetary assets and liabilities that are denominated in currencies other than the functional currency of the entities in which they are recorded.

We are primarily exposed to changes in foreign currency exchange rates associated with the Australian dollar, Euro, and U.S. dollar-denominated cash and cash equivalents, accounts receivable, unbilled receivables, and intercompany receivables and payables held by our U.K. subsidiary, a British pound functional entity.

A hypothetical 10% strengthening in the British pound exchange rate in comparison to the ~~market risk exposure disclosed~~Australian dollar, Euro, and U.S. dollar would result in ~~our Annual Report on Form 10-K for~~ the ~~year ended December 31, 2018.~~following impact:


	Three Months Ended March 31,
(in millions)	2020		2019
Foreign currency gain (loss)	$	7	$	(4)

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) as of ~~September 30, 2019~~.March 31, 2020. In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applied its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of ~~September 30, 2019~~.March 31, 2020.

(b) Changes in internal control over financial reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended ~~September 30, 2019~~March 31, 2020 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

In response to COVID-19, we have undertaken measures to protect our employees, partners, and clients, including encouraging employees to work remotely. These changes have compelled us to modify some of our control procedures. However, those changes have so far not been material.

PART II - OTHER INFORMATION

ITEM 1A. RISK FACTORS

We encourage you to carefully consider the risk factors identified below and in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019, which was filed with the Securities and Exchange Commission on February 12, 2020. These risk factors could materially affect our business, financial condition, and future results, and they could cause our actual business and financial results to differ materially from those contained in forward-looking statements made in this Quarterly Report on Form 10-Q or elsewhere by management from time to time.

~~On November 6, 2019,~~Coronavirus (“COVID-19”)

Epidemic diseases, such as the recent global COVID-19 outbreak, could harm our business and results of operations.

The recent outbreak of a novel coronavirus disease (“COVID-19”), which has been declared by the World Health Organization to be a pandemic, has spread across the globe and is impacting worldwide economic activity. A pandemic, including COVID-19, or other public health epidemic poses the risk that we ~~entered into~~or our employees and other partners may be prevented from conducting business activities at full capacity for an indefinite period of time, including due to spread of the disease within these groups or due to shutdowns that are requested or mandated by governmental authorities. Moreover, these conditions can affect the rate of IT spending and may adversely affect our clients’ willingness to purchase our solutions, delay prospective clients’ purchasing decisions, reduce the value or duration of their contracts, request concessions including extended payment terms or better pricing, or affect attrition rates, all of which could adversely affect our future sales and operating results. The global spread of COVID-19 has created significant volatility, uncertainty, and economic disruption.

We have undertaken measures to protect our employees, partners, and clients, including by adopting a ~~five-year $100~~virtual-only meeting format for our annual PegaWorld conference and by encouraging employees to work remotely. There can be no assurance that these measures will be sufficient, however, or that we can implement them without adversely affecting our business operations.

We continue to monitor the situation and may adjust our current policies as more information and public health guidance become available. Precautionary measures that have been adopted, or may be adopted in the future, could negatively affect our client success efforts, sales, and marketing efforts, delay and lengthen our sales cycles, or create operational or other challenges, any of which could harm our business and results of operations. In addition, COVID-19 may disrupt the operations of our clients, vendors, and partners for an indefinite period, including as a result of travel restrictions and/or business shutdowns, all of which could negatively impact our business and results of operations, including cash flows.

It is not possible at this time to estimate the ultimate impact that COVID-19 could have on our business, as the impact will depend on future developments, which are highly uncertain and cannot be predicted. Furthermore, due to our shift to a renewable model, the effect of COVID-19 may not be fully reflected in our results of operations until future periods, if at all. The extent to which COVID-19 impacts our business, operations, and financial results will depend on numerous evolving factors that we may not be able to predict accurately, including:

•the duration and scope of the pandemic;

•governmental, business and individual actions taken in response to the pandemic and the impact of those actions on global economic activity;

•the actions taken in response to economic disruption;

•the impact of business disruptions and reductions in our clients’ business and the resulting impact on their demand for our services and solutions; and

•our ability to provide our services and solutions, including as a result of our employees or our clients’ employees working remotely and/or closures of offices and facilities.

Risks related to our Convertible Senior Notes

We have a significant amount of debt that may decrease our business flexibility, access to capital, and/or increase our borrowing costs, and we may still incur additional debt in the future, which may adversely affect our operations and financial results.

As of March 31, 2020, we had $600 million ~~senior secured revolving credit agreement~~aggregate principal amount of indebtedness under our Convertible Senior Notes due 2025 (the ~~“Credit Agreement”) with PNC Bank, National Association (“PNC”~~“Notes”). ~~We may use borrowings~~

Our indebtedness may:

•limit our ability to ~~finance~~borrow additional funds for working capital, ~~needs and~~capital expenditures, acquisitions or other general business purposes;

•limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general ~~corporate purposes. Subject to specific circumstances, the Credit Agreement allows~~business purposes;

•require us to use a substantial portion of our cash flow from operations to make debt service payments;

•limit our flexibility to plan for, or react to, changes in our business and industry;

•place us at a competitive disadvantage compared to our less leveraged competitors;

•dilute the interests of our existing stockholders as a result of issuing shares of our common stock upon the conversion of the Notes; and

•increase our vulnerability to the ~~aggregate commitment up to $200 million. See Item 5. “Other Information” for additional information.~~

~~Any failure to meet our debt obligations would damage our business.~~impact of adverse economic and industry conditions.

Our ability to ~~repay any amounts we borrow under~~pay our ~~Credit Agreement will depend~~debt when due or to refinance our indebtedness, including the Notes, depends on ~~market conditions and~~ our future performance, which ~~are~~is subject to economic, financial, competitive, and other factors beyond our control. ~~If we are~~Our business may not ~~profitable~~generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations which could, in turn, result in that and our other indebtedness becoming immediately payable in full.

In addition, we and our subsidiaries may incur additional debt to meet future financing needs. We will not be restricted under the terms of the indenture governing the Notes from incurring additional debt, securing existing or future debt, recapitalizing our debt or taking a number of other actions that are not limited by the terms of the indenture governing the Notes that could have the effect of diminishing our ability to make payments on the Notes when due. If we incur additional indebtedness, the risks related to our business and our ability to service or repay our indebtedness would increase.

The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results.

Pursuant to their terms, holders of the Notes may convert their Notes at their option prior to the scheduled maturities of Notes under certain circumstances. Upon conversion of the Notes, unless we ~~use more~~elect to deliver solely shares of our common stock to settle such conversion, we will be obligated to make cash ~~than we generate~~payments. In addition, holders of our Notes will have the right to require us to repurchase their Notes upon the occurrence of a fundamental change (as defined in the indenture, dated as of February 24, 2020, between us and U.S. Bank National Association, as trustee (the “Trustee”) (the “Indenture”)), at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but not including, the fundamental change repurchase date. Although it is our intention and we currently expect to settle the conversion value of the Notes in cash up to the principal amount and any excess in shares, there is a risk that we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of Notes surrendered therefor or Notes being converted. In addition, our ability to make payments may be limited by law, by regulatory authority, or by agreements governing our future indebtedness. Our failure to repurchase Notes at a time when the Indenture requires the repurchase or to pay any cash payable on future conversions of the Notes as required by the Indenture would constitute a default under the Indenture. A default under the Indenture or the fundamental change itself could also lead to a default under agreements governing our ~~level~~future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the Notes or make cash payments upon conversions thereof. In addition, even if holders of Notes do not elect to convert their Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

The accounting method for convertible debt securities that may be settled in cash, such as the Notes, could have a material effect on our reported financial results.

Under Accounting Standards Codification 470-20, Debt with Conversion and Other Options (ASC 470-20), an entity must separately account for the liability and equity components of the convertible debt instruments (such as the Notes) that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost. The effect of ASC 470-20 on the accounting for the Notes is that the equity component is required to be included in the additional paid-in capital section of stockholders’ equity on our consolidated balance sheet at ~~such time~~the issuance date and the value of the equity component is treated as debt discount for purposes of accounting for the debt component of the Notes. As a result, we will be required to record noncash interest expense through the amortization of the excess of the face amount over the carrying amount of the expected life of the Notes. We will report larger net losses (or lower net income) in our financial results because ASC 470-20 requires interest to include both the amortization of the debt discount and the instrument’s cash coupon interest rate, which could adversely affect our ~~operations by increasing~~reported or future financial results, the trading price of our ~~vulnerability~~common stock, and the trading price of the Notes.

In addition, under certain circumstances, convertible debt instruments (such as the Notes) that may be settled entirely or partially in cash may be accounted for utilizing the treasury stock method, the effect of which is that the shares issuable upon conversion of such Notes are not included in the calculation of diluted earnings per share except to ~~adverse changes~~the extent that the conversion value of such Notes exceeds their principal amount. Under the treasury stock method, the number of shares of common stock that would be necessary to settle such excess, if we elected to settle such excess in ~~general economic and industry conditions and by limiting or prohibiting our ability~~shares, is included in the denominator for purposes of calculating diluted earnings per share. We cannot be sure that the accounting standards in the future will continue to ~~obtain additional financing for additional capital expenditures, acquisitions and general corporate and other purposes.~~permit the use of the treasury stock method. If we ~~incur significantly more debt, this~~are unable or otherwise elect not to use the treasury stock method in accounting for the shares issuable upon conversion of the Notes, then our diluted earnings per share could ~~intensify~~be adversely affected.

The capped call transactions may affect the ~~risks described above.~~value of the Notes and our common stock.

In connection with the issuance of the Notes, we entered into capped call transactions with certain financial institutions (“option counterparties”). The capped call transactions are generally expected to reduce the potential dilution to our common stock upon any conversion of the Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. From time to time, the option counterparties that are parties to the capped call transactions or their respective affiliates may modify their hedge positions by entering into or unwinding various derivative transactions with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions prior to the maturity of the Notes. This activity could cause a decrease in the market price of our common stock.

We are ~~required~~subject to ~~comply~~counterparty risk with respect to the capped call transactions.

The option counterparties are financial institutions, and we will be subject to the risk that one or more of the option counterparties may default or otherwise fail to perform, or may exercise certain rights to terminate, their obligations under the Capped Calls. Our exposure to the credit risk of the option counterparties will not be secured by any collateral. Recent global economic conditions have resulted in the actual or perceived failure or financial ~~and operating covenants~~difficulties of many financial institutions. If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at the time under such transaction. Our exposure will depend on many factors but, generally, our ~~revolving credit facility. Any~~exposure will increase if the market price or the volatility of our common stock increases. In addition, upon a default or other failure to ~~comply~~perform, or a termination of obligations, by an option counterparty, we may suffer more dilution than we currently anticipate with ~~those covenants could cause amounts borrowed~~respect to ~~become immediately due and payable and/~~our common stock. We can provide no assurances as to the financial stability or viability of the option counterparties.

Provisions in the indenture for the Notes may deter or prevent a business combination that may be favorable to our stockholders.

If a fundamental change occurs prior to the maturity date of the Notes, holders of the Notes will have the right, at their option, to require us ~~from borrowing under the credit facility.~~

~~We are required~~ to ~~comply with certain financial and operating covenants under our Credit Agreement. Any failure to comply with those covenants could cause amounts borrowed to become immediately due and payable and/~~repurchase all or prevent us from borrowing under the Credit Agreement. We are required to comply with specified financial and operating covenants under our Credit Agreement and to make payments, which limit our ability to operate our business as we otherwise might operate it. Our failure to comply with anya portion of these covenants or to meet any debt payment obligations could result in an event of default which, if not cured or waived, would result in any amounts outstanding, including any accrued interest and/or unpaid fees, becoming immediately due and payable. We might not have sufficient working capital or liquidity to satisfy any repayment obligations in the event of an acceleration of those obligations.their Notes. In addition, if a “make-whole fundamental change” (as defined in the Indenture) occurs prior the maturity date, we ~~are not~~will in ~~compliance~~some cases be required to increase the conversion rate of the Notes for a holder that elects to convert its Notes in connection with such make-whole fundamental change.

Furthermore, the ~~financial and operating covenants~~Indenture will prohibit us from engaging in certain mergers or acquisitions unless, among other things, the surviving entity assumes our obligations under the ~~Credit Agreement at~~Notes. These and other provisions in the ~~time~~Indenture could deter or prevent a third party from acquiring us even when the acquisition may be favorable to our stockholders.

Conversion of the Notes may dilute the ownership interest of existing stockholders.

The conversion of some or all of the Notes will dilute the ownership interests of existing stockholders to the extent we ~~wish~~deliver shares of our common stock upon conversion of any of the Notes. Any sales in the public market of the common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of the Notes may encourage short selling by market participants because the conversion of the Notes could be used to ~~borrow funds, we will be unable to borrow funds. The financial and operating covenants under~~satisfy short positions, or anticipated conversion of the ~~Credit Agreement also may limit~~Notes into shares of our ~~ability to borrow funds, including for strategic acquisitions and share repurchases.~~common stock could depress the price of our common stock.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

Common stock repurchased in the three months ended ~~September 30, 2019~~March 31, 2020 was:


(in thousands, except per share amounts)	Total Number of Shares Purchased ^{(1) (2)}	Average Price Paid per Share ^{(1) (2)}		Total Number of Shares Purchased as Part of Publicly Announced Share Repurchase Program ⁽²⁾	Approximate Dollar Value of Shares That May Yet Be Purchased at Period End Under Publicly Announced Share Repurchase Programs ⁽²⁾
January 1, 2020 - January 31, 2020	33	$	82.11	—	$	45,484
February 1, 2020 - February 29, 2020	181	$	97.83	—	$	45,484
March 1, 2020 - March 31, 2020	299	$	79.88	87	$	39,484
	513	$	86.35	87

(in thousands, except per share amounts)
Total Number of Shares Purchased ^{(1) (2)}

Average
Price Paid
per Share ^{(1) (2)}

Total Number of Shares Purchased as Part of Publicly Announced Share Repurchase Program ⁽²⁾

Approximate Dollar Value of Shares That May Yet Be Purchased at Period End Under Publicly Announced Share Repurchase Programs ⁽²⁾
July 1, 2019 - July 31, 2019 37
$ 75.30
29
$ 50,532
August 1, 2019 - August 31, 2019 94
$ 72.06
31
$ 48,333
September 1, 2019 - September 30, 2019 199
$ 71.12
28
$ 46,334

330
$ 71.86

⁽¹⁾Shares withheld to cover the option exercise price and tax withholding obligations under the net settlement provisions of our stock compensation awards have been included in these amounts.

⁽²⁾ On March 15, 2019, we announced that our Board of Directors extended the expiration date of the current stock repurchase program to June 30, 2020 and increased the amount of common stock we are authorized to repurchase by $60 million. See ~~“Liquidity~~"Liquidity and Capital ~~Resources”~~Resources" in Item ~~2. “ Management’s Discussion and Analysis~~2 of ~~Financial Condition and Results of Operations” for additional information.~~

~~ITEM 5. OTHER INFORMATION~~

The Credit Agreement contains customary representations and warranties, affirmative and negative covenants, and events of default. Principal covenants include a maximum net consolidated leverage ratio of 3.5 (with a step-up in the event of certain acquisitions) and a minimum consolidated interest coverage ratio of 3.5. Our obligations under the Credit Agreement may be accelerated upon the occurrence of an event of default under the Credit Agreement, which includes, among other things, payment defaults, defaults in the performance of

affirmative and negative covenants, the inaccuracy of representations or warranties, cross-defaults, bankruptcy and insolvency-related defaults, defaults relating to judgments, certain events resulting in a material adverse effect on us and a change of control of us.

~~The interest rates applicable to revolving loans under the Credit Agreement are, at our option, either:~~

~~the London Interbank Offered Rates (“LIBOR”) Rate plus an interest margin based on our net consolidated leverage ratio; or~~

a base rate (which is the highest of (1) PNC’s prime rate, (2) the Federal Funds open rate in effect on such day plus 0.5%, and (3) the daily LIBOR Rate plus 1%) plus an interest margin based on our net consolidated leverage ratio.

We are obligated to pay an unused commitment fee during the term of the Credit Agreement that varies between 0.15% and 0.225% depending on our net consolidated leverage ratio. The credit facility includes a provision for the replacement of the LIBOR rate in the event that such rate is no longer available. The replacement rate will be determined by PNC in consultation with us. The revolving credit facility may be prepaid before maturity in whole or in part at our option without penalty or premium. We may at any time reduce or terminate the commitments under the credit facility.

~~The description of the Credit Agreement contained herein is qualified in its entirety by reference to the Credit Agreement, a copy of which is filed as Exhibit 10.1 to~~ this Quarterly Report ~~on Form 10-Q.~~for additional information.

ITEM 6. EXHIBITS



Exhibit No.						Description
~~10.1~~3.1						~~Credit Facility Agreement~~Restated Articles of Organization of the Registrant and Amendments thereto. (Filed as Exhibit 3.1 to the Registrant’s September 30, 2014 Form 10-Q and incorporated herein by reference.)
~~31.1~~3.2						Amended and Restated Bylaws of Pegasystems Inc. (Filed as Exhibit 3.2 to the Registrant’s September 8, 2017 Form 8-K and incorporated herein by reference.)
4.1						Indenture, dated as of February 24, 2020, between Pegasystems Inc. and U.S. Bank National Association, as trustee. (Filed as Exhibit 4.1 to the Registrant’s February 24, 2020 Form 8-K and incorporated herein by reference.)
4.2						Form of Form of certificate representing the 0.75% Convertible Senior Notes due 2025 (included as Exhibit A to Exhibit 4.1). (Filed as Exhibit 4.2 to the Registrant’s February 24, 2020 Form 8-K and incorporated herein by reference.)
4.3						Specimen Certificate Representing the Common Stock. (Filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-03807) or an amendment thereto and incorporated herein by reference.)
10.1						Form of Confirmation of Base Call Option Transaction. (Filed as Exhibit 10.1 to the Registrant’s February 24, 2020 Form 8-K and incorporated herein by reference.)
10.2						Form of Confirmation of Additional Call Option Transaction. (Filed as Exhibit 10.2 to the Registrant’s February 24, 2020 Form 8-K and incorporated herein by reference.)
10.3						Amendment to Loan Documents, dated February 18, 2020, between Pegasystems Inc. and PNC Bank, National Association. (Filed as Exhibit 10.3 to the Registrant’s February 24, 2020 Form 8-K and incorporated herein by reference.)
31.1						Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 of the Chief Executive Officer.
31.2						Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 of the Chief Financial Officer.
32+						Certification pursuant to 18 U.S.C. Section 1350 of the Chief Executive Officer and the Chief Financial Officer.
101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document.
101.CAL						Inline XBRL Taxonomy Calculation Linkbase Document.
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						Inline XBRL Taxonomy Label Linkbase Document.
101.PRE						Inline XBRL Taxonomy Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

+ Indicates that the exhibit is being furnished with this report and is not filed as a part of it.

SIGNATURE

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 thereunto duly authorized.

Pegasystems Inc.

Dated:

April 29, 2020

~~Pegasystems Inc.~~

By:

~~Dated:~~

~~November 7, 2019~~

~~By:~~

/s/ KENNETH STILLWELL

Kenneth Stillwell

Chief Financial Officer and Chief Administrative Officer

(Principal Financial Officer)



	September 30, 2019
(in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Municipal bonds	$	10,680	$	69	$	—	$	10,749
Corporate bonds	9,611		105		—		9,716
	$	20,291	$	174	$	—	$	20,465



(in thousands)	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Fixed lease costs	$	4,763	$	13,344
Variable lease costs	1,470		4,153
	$	6,233	$	17,497



(in thousands)	September 30, 2019
Remainder of 2019	$	3,402
2020	21,061
2021	18,800
2022	17,642
2023 and thereafter	21,375
Total lease payments	82,280
Less: imputed interest ⁽¹⁾	(9,634		)
Total short and long-term lease liabilities	$	72,646



(in thousands)	Operating Leases ⁽¹⁾
2019	$	15,993
2020	14,807
2021	13,262
2022	12,279
2023	11,084
	$	67,425



	September 30,				Change				Constant Currency Change
(Dollars in thousands)	2019		2018		Change				Constant Currency Change
Maintenance	$	281,484	$	264,068	$	17,416	7	%	9	%
Term	207,317		174,320		$	32,997	19	%	20	%
Client Cloud	488,801		438,388		$	50,413	11	%	13	%
Pega Cloud	145,549		98,373		47,176		48	%	51	%
Total ACV	$	634,350	$	536,761	$	97,589	18	%	20	%