SIGNIFICANT ACCOUNTING POLICIES | 2. SIGNIFICANT ACCOUNTING POLICIES (a) Revenue recognition The Company’s revenue is derived primarily from software licenses, maintenance fees related to the Company’s software licenses, and consulting services. The Company’s license arrangements, whether involving a perpetual license or a term license, generally also contain multiple elements, including consulting services, training, and software maintenance services. Software revenue recognition requires judgment, including whether a software arrangement includes multiple elements, and if so, whether vendor-specific objective evidence (“VSOE”) of fair value exists for those elements. The amount of arrangement consideration allocated to undelivered elements is based on the VSOE of fair value for those elements and recognized as those elements are delivered. Any remaining portion of the total arrangement fee is allocated to the software license—the first delivered element. Revenue is recognized for each element when all of the revenue recognition criteria have been met. Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities. Changes in the mix of the elements in a software arrangement, the ability to identify VSOE for those elements, the fair value of the respective elements, and changes to a product’s estimated life cycle could materially impact the amount of earned and unearned revenue. Before the Company can recognize revenue, the following four basic criteria must be met: • Persuasive evidence of an arrangement • Delivery of product and services • Fee is fixed or determinable • Collection of fee is probable Software license revenues Perpetual software license fees are recognized as revenue when the software is delivered, any acceptance required by the contract that is not perfunctory is obtained, no significant obligations or contingencies exist related to the software, all other undelivered elements in a multiple element arrangement possess VSOE, and all other revenue recognition criteria are met. Term software license fees are usually payable on a monthly, quarterly, or annual basis under license agreements that typically have a three to five-year term and may be renewed for additional terms at the client’s option. The Company recognizes term license revenue over the term of the agreement as payments become due or earlier if prepaid, provided all other criteria for revenue recognition have been met. Maintenance revenues First-year maintenance typically is sold with the related software license and renewed on an annual basis thereafter. Maintenance revenue is deferred and recognized ratably over the term of the support period, which is generally one year and subject to annual renewals. Perpetual software maintenance obligations are based on separately stated renewal rates in the arrangement that are substantive and therefore represent VSOE of fair value. Term license arrangements include separately stated maintenance fees and the Company uses stand-alone sales to determine VSOE of fair value. Services revenues The Company’s services revenue is comprised of fees for consulting services including software implementation, training, reimbursable expenses, and for sales of its Pega Cloud as-a-platform Revenue from training services and consulting services under time and materials contracts is recognized as services are performed. The Company has VSOE of fair value for its training services and consulting services under time and materials contracts in the Americas, Europe, and certain regions of Asia. Consulting services may sometimes be provided on a fixed-price basis. The Company does not have VSOE of fair value for fixed-price services or time and materials services in certain geographical regions. When these services are part of a multiple element arrangement, and the services are not essential to the functionality of the software, and when services, including maintenance, are the only undelivered element, the Company recognizes the revenue from the total arrangement ratably over the longer of the software maintenance period or the service period. Revenue from fixed-price services that are not bundled with a software license is generally recognized ratably over the service period, which is typically less than four months. Revenue from stand-alone sales of the Pega Cloud Dev/Test environment is recognized as services are performed because the Company has VSOE of fair value. Revenue from stand-alone sales of the Pega Cloud Production environment is recognized ratably over the term of the service. When implementation services are sold together with the Company’s Pega Cloud offering and these services have stand-alone value to the client, the Company accounts for these services separately from this offering. Stand-alone value is established through the client’s ability to buy these services from many trained partner system integrators and from transactions sold independently from the sale of Pega Cloud. Since these multiple-element arrangements are not software license sales, the Company applies a selling price hierarchy to determine the fair value of each element in the arrangement. Under the selling price hierarchy, each element’s fair value is determined based on its VSOE, if available. If VSOE does not exist, third-party evidence of fair value (“TPE”) will be considered, and estimated selling price (“ESP”) will be used if neither VSOE nor TPE is available. The Company generally does not have VSOE of its Pega Cloud offering and is not able to determine TPE as its sales strategy is customized to the needs of its clients and the Company’s products and services are dissimilar to comparable products or services in the marketplace. In determining ESP, the Company applies significant judgment as it weighs a variety of factors, based on the facts and circumstances of the arrangement. The Company typically arrives at an ESP for a service without VSOE or TPE by considering company-specific factors such as geographies, competitive landscape, and pricing practices used to establish bundled pricing and discounting. Deferred revenue Deferred software license revenue typically results from client billings for which all of the criteria to recognize revenue have not been met. Deferred maintenance revenue represents software license updates and product support contracts that are typically billed in advance and are recognized ratably over the support periods. Deferred services revenue represents advanced billings for consulting, hosting, and training services that are recognized as the services are performed. (b) Fair value of financial instruments The principal financial instruments held by the Company consist of cash equivalents, marketable securities, derivative instruments, accounts receivable, and accounts payable, which are measured at fair value. See Note 3 “Marketable Securities”, Note 4 “Derivative Instruments”, and Note 5 “Fair Value Measurements” for further discussion of financial instruments that are carried at fair value on a recurring basis. (c) Derivative instruments The Company uses foreign currency forward contracts (“forward contracts”) to manage its exposures to changes in foreign currency exchange rates associated with its foreign currency denominated accounts receivable, intercompany receivable and payables, and cash. See Note 4 “Derivative Instruments” for further discussion. (d) Property and equipment Property and equipment are recorded at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets, which are three years for computer equipment and five years for furniture and fixtures. Leasehold improvements are amortized over the lesser of the term of the lease or the useful life of the asset. Repairs and maintenance costs are expensed as incurred. (e) Internal-use The Company capitalizes and amortizes certain direct costs associated with computer software developed or purchased for internal use incurred during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. The Company amortizes capitalized software costs generally over three to five years commencing on the date the software is placed into service. During the fourth quarter of 2016, the Company placed $11.3 million of costs for computer software developed for internal use into service, of which $1.1 million was capitalized in 2015 and $10.2 million was capitalized in 2016. During 2014, the Company did not capitalize any costs for computer software developed for internal use. (f) Goodwill Goodwill represents the residual purchase price paid in a business combination after the fair value of all identified assets and liabilities have been recorded. Goodwill is not amortized. The Company operates as a single reporting unit. The Company performed its qualitative assessment as of November 30, 2016, 2015, and 2014, and concluded it was not more likely than not that the fair value of its reporting unit was less than its carrying value. (g) Intangible and long-lived assets All of the Company’s intangible assets are amortized using the straight-line method over their estimated useful life. The Company evaluates its long-lived tangible and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Impairment is assessed by comparing the undiscounted cash flows expected to be generated by the intangible asset to its carrying value. If impairment exists, the Company calculates the impairment by comparing the carrying value of the intangible asset to its fair value as determined by discounted expected cash flows. The Company did not record any impairments in 2016, 2015, or 2014. (h) Business combinations The Company uses its best estimates and assumptions to accurately assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related (i) Research and development and software development costs Research and development costs are expensed as incurred. Capitalization of computer software developed for resale begins upon the establishment of technological feasibility, generally demonstrated by a working model or an operative version of the computer software product. Such costs have not been material to date as technological feasibility is established within a short time frame from the software’s general availability and, as a result, no costs were capitalized in 2016, 2015, or 2014. (j) Stock-based compensation The Company recognizes stock-based compensation expense associated with equity awards based on the fair value of these awards at the grant date. Stock-based compensation is recognized over the requisite service period, which is generally the vesting period of the equity award, and is adjusted each period for anticipated forfeitures. See Note 14 “Stock-based Compensation” for discussion of the Company’s key assumptions included in determining the fair value of its equity awards at the grant date. (k) Acquisition-related expenses Acquisition-related costs are expensed as incurred and include direct and incremental costs associated with an impending or completed acquisition. During 2016, 2015, and 2014, $2.6 million, $0.1 million, and $0.5 million, respectively, of acquisition-related costs were primarily professional fees associated with the Company’s acquisition of OpenSpan, Inc. (“OpenSpan”) and the acquisitions completed in 2014. (l) Foreign currency translation The translation of assets and liabilities for the majority of the Company’s foreign subsidiaries are made at period-end non-monetary (m) Accounting for income taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company regularly assesses the need for a valuation allowance against its deferred tax assets. Future realization of the Company’s deferred tax assets ultimately depends on the existence of sufficient taxable income within the available carryback or carryforward periods. Sources of taxable income include taxable income in prior carryback years, future reversals of existing taxable temporary differences, tax planning strategies, and future taxable income. The Company records a valuation allowance to reduce its deferred tax assets to an amount it believes is more-likely-than-not with-and-without The Company assesses its income tax positions and records tax benefits based upon management’s evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions where it is more-likely-than-not more-likely-than-not non-current As a global company, the Company uses significant judgment to calculate and provide for income taxes in each of the tax jurisdictions in which it operates. In the ordinary course of the Company’s business, there are transactions and calculations undertaken whose ultimate tax outcome cannot be certain. Some of these uncertainties arise as a consequence of transfer pricing for transactions with the Company’s subsidiaries and nexus and tax credit estimates. In addition, the calculation of acquired tax attributes and the associated limitations are complex. See Note 15 “Income Taxes” for further information. The Company estimates its exposure to unfavorable outcomes related to these uncertainties and estimates the probability of such outcomes. (n) Advertising expense Advertising costs are expensed as incurred. Advertising costs were $8.9 million, $9.8 million, $1.4 million during the years ended December 31, 2016, 2015, and 2014, respectively. (o) New accounting pronouncements Measurement of Credit Losses on Financial Instruments: No. 2016-13, available-for-sale Improvements to Employee Share-Based Payment Accounting: No. 2016-09, 2016-09,”) The Company elected to early adopt ASU 2016-09 2016-09 2016-09 The Company elected to continue to estimate forfeitures over the service period of the award, rather than as they occur, and will continue to present taxes paid in connection with shares withheld to meet statutory tax withholdings requirements for net settlement of equity awards as a financing activity in the statement of cash flows. These aspects of ASU 2016-09 Adoption of the new standard also resulted in adjustments to our unaudited selected quarterly data previously reported for fiscal year 2016 as follows: Three Months Ended (Dollars in thousands) March 31, 2016 June 30, 2016 September 30, 2016 As As As As As As Unaudited condensed consolidated statements of operations data: Income before provision for income taxes $ 13,493 $ 13,493 $ 5,498 $ 5,498 $ 5,515 $ 5,515 Provision for income taxes $ 4,488 $ 3,093 $ 1,851 $ 962 $ 3,097 $ 2,214 Net income $ 9,005 $ 10,400 $ 3,647 $ 4,536 $ 2,418 $ 3,301 Effective tax rate 33.3 % 22.9 % 33.7 % 17.5 % 56.2 % 40.1 % Earnings per share: Basic $ 0.12 $ 0.14 $ 0.05 $ 0.06 $ 0.03 $ 0.04 Diluted $ 0.11 $ 0.13 $ 0.05 $ 0.06 $ 0.03 $ 0.04 Weighted-average number of common shares outstanding: Diluted 78,878 79,235 78,969 79,422 79,082 79,548 Three Months Ended Six Months Ended Nine Months Ended (in thousands) March 31, 2016 June 30, 2016 September 30, 2016 As As As As As As Unaudited condensed consolidated statements of cash flows data: Net cash provided by operating activities $ 8,642 $ 10,040 $ 9,299 $ 11,569 $ 17,396 $ 20,556 Net cash used in financing activities $ (18,424 ) $ (19,822 ) $ (29,396 ) $ (31,666 ) $ (39,871 ) $ (43,031 ) Leases: No. 2016-02, right-of-use right-of-use Balance Sheet Classification of Deferred Taxes: No. 2015-17, Revenue from Contracts with Customers: No. 2014-09, No. 2015-14, No. 2016-08, No. 2016-10, No. 2016-12 The Company has elected the full retrospective adoption model, effective January 1, 2018. Quarterly results in the 2018 fiscal year and comparative prior periods will be compliant with ASC 606, with the first Annual Report on Form 10-K The Company is still in the process of quantifying the implications of the adoption of ASC 606, however the Company expects the following impacts: • Currently, the Company recognizes revenue from term licenses and perpetual licenses with extended payment terms over the term of the agreement as payments become due or earlier if prepaid, provided all other criteria for revenue recognition have been met, and any corresponding maintenance over the term of the agreement. The adoption of ASC 606 will result in revenue for performance obligations recognized as they are satisfied therefore, revenue from the term license performance obligation is expected to be recognized upon delivery and revenue from the maintenance performance obligation is expected to be recognized on a straight-line basis over the contractual term. Due to the revenue from term licenses and perpetual licenses with extended payment terms being recognized prior to amounts being billed to the customer, we expect to recognize a net contract asset on the balance sheet. • Currently, the Company allocates revenue to licenses under the residual method when it has VSOE for the remaining undelivered elements which allocates any future credits or significant discounts entirely to the license. The adoption of ASC 606 will result in the future credits, significant discounts, and material rights under ASC 606, being allocated to all performance obligations based upon their relative selling price. Under ASC 606, additional license revenue from the reallocation of such arrangement considerations will be recognized when control is transferred to the customer. • Currently, the Company does not have VSOE for fixed price services, time and materials services in certain geographical areas, and unspecified future products, which results in revenue being deferred in such instances until such time as VSOE exists for all undelivered elements or recognized ratably over the longest performance period. The adoption of ASC 606 eliminates the requirement for VSOE and replaces it with the concept of a stand-alone selling price. Once the transaction price is allocated to each of the performance obligations the Company can recognize revenue as the performance obligations are delivered, either at a point in time or over time. Under ASC 606, license revenue will be recognized when control is transferred to the customer. • Sales commissions and other third party acquisition costs resulting directly from securing contracts with customers are currently expensed when incurred. ASC 606 will require these costs of acquiring contracts to be recognized as an asset when incurred and to be expensed over the associated contract term. As a practical expedient, if the term of the contract is one year or less, the Company will expense the costs resulting directly from securing the contracts with customers. We expect this to impact our multi-year cloud offerings and perpetual licenses with additional rights of use that extend beyond one year. • ASC 606 provides additional accounting guidance for contract modifications whereby changes must be accounted for either as a retrospective change (creating either a catch up or deferral of past revenues), prospectively with a reallocation of revenues amongst identified performance obligations, or prospectively as separate contracts which will not require any reallocation. This may result in a difference in the timing of the recognition of revenue as compared to how current contract modifications are recognized. • There will be a corresponding effect on tax liabilities in relation to all of the above impacts. The Company is continuing its analysis of the expected impacts of the adoption of ASC 606. |