One Rogers Street
Cambridge, MA 02142
North America, Europe and Asia Pacific
2013 year-end performance
(Fiscal Year Ending December 31, 2013)
- Sales: $509.0 million
- Gross Margin (total as % of revenues): 69%
- Net Income: $38.0 million
- Earnings Per Share: $0.98 per diluted share
- Weighted-Average # of Common Shares Outstanding: Diluted 39.0M
- Debt: 0
- Cash flow from operations: $80.7M
- Number of Employees: Approximately 2,600
Independent Registered Public Accountants
Investor Relations Contact
- Steve Koenig
- Brian Murphy
- Mark W. Schappel
The Benchmark Company, LLC
Pegasystems is followed by the analyst[s] listed above. This list is subject to change as firms add or delete coverage. Please note that any opinions, estimates or forecasts regarding the Company made by analysts are theirs alone and may not represent the opinions, estimates or forecasts of the Company or its management. The Company is providing this listing as a service to its stockholders and is not by this listing implying its endorsement of or concurrence with such analyst reports. Interested persons must obtain copies of analysts' reports on their own; the Company does not distribute these reports.
What does Pegasystems do?
We provide software to automate complex, changing business processes.
Why are you different?
Pegasystems is the only provider of rules-based Business Process Management (BPM) software. Our software automates complex processes with an integrated best-in-class rules engine. With Rules-based BPM, business users are afforded a unique opportunity to take control of their business decisions and procedures, which in turn provides businesses with the flexibility and agility to respond to changing business needs.
What is the difference between a term and a perpetual license?
Pegasystems sells its software to customers using either a term or perpetual license agreement. A term license is comparable to a rental agreement - the user has a defined period (an average of five years) to use our software. At the end of the term, the user must renew the license in order to keep using our software. In contrast, a perpetual license is comparable to an ownership agreement: The user has bought the rights to use our software with no termination date.
What are you going to do with your cash?
We believe that a strong balance sheet gives us operating flexibility and a competitive advantage in the marketplace. Pegasystems has also stated publicly that we are interested in furthering our growth with selective strategic acquisitions that will extend our functional expertise and/or industry penetration. In addition, we pay a quarterly cash dividend on our common stock, and we have been buying back shares of our common stock.
When does your fiscal year end?
We operate on a calendar basis. Our fiscal year ends on December 31 each year, and our fiscal quarters end March 31, June 30, and September 30.
Does Pegasystems pay a dividend?
In July 2006, we began paying a quarterly cash dividend of $0.03 per share of our common stock. In March 2014 we announced that beginning in the second quarter of 2014 the dividend would be paid on a post-split, adjusted basis of $0.015 per share.
Who is Pegasystems' transfer agent?
Computershare Investor Services
P.O. Box 43078
Providence, RI 02940
Shareholder Inquiries: 877-282-1168
By overnight delivery:
Computershare Investor Services
250 Royall Street
Canton, MA 02021
Who are Pegasystems' independent registered public accountants?
Deloitte & Touche LLP
200 Berkeley Street
Boston, MA 02116
Stock split FAQs
On March 10, 2014, Pegasystems announced a two-for-one stock split of Pegasystems common stock. The stock split will be effected in the form of a 100% stock dividend, payable on April 1, 2014 to stockholders of record at the close of business on March 20, 2014. As a result of the stock split, each Pegasystems stockholder will receive one additional share of common stock for each share of common stock owned on the record date. We expect that Pegasystems common stock will begin trading on the Nasdaq Global Market (“Nasdaq”) on a post-split basis on April 2, 2014.
To assist our stockholders in their understanding of the stock split, we have provided answers to the following questions.
1. How will the stock split be implemented?
The stock split will be implemented by way of a 100% stock dividend, which is a common way to implement a two-for-one stock split. On April 1, 2014, the distribution or payable date, each Pegasystems stockholder will receive one additional share of stock for each share of stock owned as of March 20, 2014. Because there will be twice as many shares outstanding after the split, we expect that each share will be worth approximately half of what it was worth immediately prior to the split, while the overall value of a stockholder’s investment will remain the same.
2. Why did our Board authorize a stock split?
Our Board believes that the stock split will make the price of our common stock more affordable and potentially more attractive to investors. Our Board therefore expects the split to expand Pegasystems’ stockholder base and increase liquidity in trading of the stock.
3. What are the relevant dates of the stock split?
Record Date: March 20, 2014
Distribution Date (payable date): April 1, 2014
Ex-dividend Date (1st date of post-split trading): April 2, 2014
Mailing Date: April 7, 2014
a. What is the record date?
The additional shares will be credited on the distribution date to stockholders of record at the close of business on the record date. The record date is March 20, 2014.
b. What is the distribution date (also known as the payable date)?
The distribution date is the date on which stockholders who owned shares on the record date will receive the additional shares. The distribution date is April 1, 2014.
c. What is the ex-dividend date?
The ex-dividend date is the first day that Pegasystems common stock will trade on a post-split basis at a post-split adjusted price. Nasdaq has advised us that it has set April 2, 2014 as the ex-dividend date. For example, if the closing stock price on April 1, 2014 is $40 per share, then the opening stock price on April 2, 2014 would be expected to be approximately $20 per share.
d. What is the mailing date for the additional shares?
This is the date that Computershare mails written notice to registered stockholders indicating their split-adjusted shareholdings. The mailing date is expected to be April 7, 2014.
4. What happens if I buy or sell some shares before the record date?
If you buy shares before the record date and continue to hold them through the distribution date, you will be entitled to receive the additional shares on the shares you hold on the close of business on the record date.
If you buy shares before the record date and do not continue to hold them through the distribution date, you may or may not receive the additional shares. For more information, please see the question below: “What happens if I buy or sell some shares between the record date and the distribution date?”
If you sell shares before the record date, you will not be entitled to receive the additional shares.
5. What happens if I buy or sell some shares between the record date and the distribution date?
The answer to this question depends on whether shares are sold on Nasdaq or directly between a buyer and a seller other than on Nasdaq.
a. Shares sold on the Nasdaq Global Market
Any trade of Pegasystems common stock on Nasdaq executed prior to the distribution date includes the right to the additional shares. Trades of Pegasystems common stock on Nasdaq that settle between the record date and the distribution date will have a “due bill” attached to them. A “due bill” is an IOU from the seller indicating that the buyer (and not the seller) is entitled to the additional shares receivable in the stock split. Buyers of Pegasystems common stock have the right to the additional shares prior to the ex-dividend date; they need not be a holder of record.
If you buy shares of Pegasystems common stock on Nasdaq between March 20, 2014 record date and the April 1, 2014 distribution date, the trade will have a due bill attached to it and you will receive the additional shares. However, you will not receive them on the distribution date. You will receive them when the due bills settle on or about April 7, 2014.
If you sell shares of Pegasystems common stock on Nasdaq between March 20, 2014 and April 1, 2014, you will not receive the additional shares, as you will have received full value when you sold your shares. The buyer of your shares will be entitled to the additional shares.
b. Shares NOT sold on the Nasdaq Global Market
Pegasystems will issue the additional shares to the holder of record as of the close of business on the record date. For purchase and sale transactions not effected on Nasdaq, those transactions will not have the benefit of the rules and conventions adopted by Nasdaq which provide that buyers between the record date and the distribution date ultimately receive the additional shares. Consequently, buyers of Pegasystems common stock in transactions not effected through Nasdaq during the period between the record date and the distribution date will need to make arrangements with the seller for delivery of the split shares by the seller after the distribution date. The obligations of the seller to transfer the split shares to the buyer will be a matter between the seller and the buyer.
Shares of Pegasystems stock not traded on Nasdaq but effected using a broker may be subject to conventions or rules similar to or different from those of Nasdaq. Stockholders who trade between the record date and distribution date should consult with their broker as to the treatment and delivery of the split shares in connection with such trade.
6. How will my additional shares of Pegasystems common stock be issued?
All additional shares will be issued in book-entry form, either through the Direct Registration System (DRS) or as a credit to an existing Computershare account. This means that no new stock certificates will be issued.
7. What should I do with my current stock certificate(s)?
You should keep them. Existing Pegasystems stock certificates will continue to be valid after the stock split. You may deposit your existing certificate(s) to a DRS account at Computershare or in a brokerage account; or you may continue to hold them and be responsible for their safe keeping.
8. Does the stock split dilute the value of my stock holdings?
No, the two-for-one stock split will not change the proportionate ownership interest you maintain in Pegasystems common stock.
9. Does the stock split affect my voting rights at the 2014 annual meeting of stockholders?
No. The 2014 annual meeting of Pegasystems stockholders is scheduled to be held on May 20, 2014. Stockholders of record at the close of business on March 14, 2014 are entitled to vote at the meeting. If you owned shares on the annual meeting record date, you may vote them in the meeting. Additional shares issued in connection with the stock split will not vote at the 2014 annual meeting. The stock split will have no impact on your voting rights or the number of shares you may vote at the 2014 annual meeting.
10. Does the stock split affect my voting rights in general?
Following the 2014 annual meeting of stockholders, assuming no other change in your stockholdings, you will be entitled to vote twice as many shares, but your proportionate voting interest will remain the same relative to other Pegasystems stockholders.
11. Is the stock split a taxable transaction for me?
Pegasystems has been advised that under current law, for U.S. federal income tax purposes, (a) the receipt of additional shares as a result of the stock split is not a taxable event; (b) immediately after the stock split, the tax basis of the shares held by you prior to the stock split will be divided equally between the original shares and the newly issued additional shares; and (c) the additional shares will be deemed to have been acquired at the same time as the original shares. The laws of jurisdictions outside of the United States may impose income taxes upon your receipt of additional shares. The foregoing tax information is furnished for your assistance, but it is suggested that you consult your personal tax advisor regarding their specific tax circumstances.
12. Will I be entitled to receive the cash dividend?
On March 10, 2014, our Board of Directors declared a post-split, adjusted quarterly cash dividend of $0.015 per share, payable on April 21, 2014 to stockholders of record on April 7, 2014. Only stockholders of record on April 7, 2014 will be entitled to receive the dividend.
13. Who can I contact if I have questions?
If you have questions about the stock split, please contact Computershare at:
P.O. BOX 30170
College Station, TX 77842-3170
Toll free (877) 282-1168
Toll and outside U.S. +1 (781) 575-2879
Or Pegasystems’ Investor Relations Contact at:
ICR for Pegasystems
Certain statements contained in this FAQ may be construed as “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “believe” and “expect” and similar expressions, among others, identify forward-looking statements, which speak only as of the date the statement was made.
These statements are based on current expectations and assumptions and involve various risks and uncertainties, which could cause Pegasystems’ actual results to differ from those expressed in such forward-looking statements. Further information regarding these and other factors which could cause Pegasystems’ actual results to differ materially from any forward-looking statements contained in this FAQ is contained in Pegasystems’ Annual Report on Form 10-K for the year ended December 31, 2013 and other recent filings with the Securities and Exchange Commission. These documents are available on Pegasystems’ website. The forward-looking statements contained in this FAQ represent Pegasystems’ views as of March 10, 2014. Investors are cautioned not to place undue reliance on such forward-looking statements and there are no assurances that the matters contained in such statements will be achieved. Although subsequent events may cause the Pegasystems’ view to change, Pegasystems does not undertake and specifically disclaims any obligation to publicly update or revise these forward-looking statements whether as the result of new information, future events or otherwise. The statements should therefore not be relied upon as representing the Pegasystems’ view as of any date subsequent to March 10, 2014.