Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 27, 2017
 Progress Software Corporation
(Exact name of registrant as specified in its charter)
 
Commission file number: 0-19417
 
 
 
Delaware
04-2746201
(State or other jurisdiction of
incorporation or organization)
(I.R.S. employer
identification no.)
14 Oak Park
Bedford, Massachusetts 01730
(Address of principal executive offices, including zip code)
(781) 280-4000
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition

On September 27, 2017, Progress Software Corporation ("Progress") issued a press release announcing its financial results for the fiscal third quarter ended August 31, 2017. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not deemed incorporated by reference into any other filing of the company, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.
Exhibit No.
 
Description
99.1
 
Press release issued by Progress Software Corporation dated September 27, 2017







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
Date:
September 27, 2017
Progress Software Corporation
 
 
 
 
 
 
By:
/s/ PAUL A. JALBERT
 
 
 
Paul A. Jalbert
 
 
 
Chief Financial Officer





Exhibit Index

Exhibit No.
 
Description
99.1
 



Exhibit
https://cdn.kscope.io/6ab83743844440bbc79530f2892bdd2c-newprogresslogoa04.jpg
 
Exhibit 99.1


P R E S S A N N O U N C E M E N T
Investor Contact:
 
Press Contact:
Brian Flanagan
 
Erica Burns
Progress Software
 
Progress Software
+1 781 280 4817
 
+1 888 365 2779 (x3135)
flanagan@progress.com
 
erica.burns@progress.com

Progress Reports 2017 Fiscal Third Quarter Results and Increases Annual Guidance

Board of Directors Increases Share Repurchase Authorization to $250 Million


BEDFORD, MA, September 27, 2017 (BUSINESSWIRE) — Progress (NASDAQ: PRGS) today announced results for its fiscal third quarter ended August 31, 2017, which are consistent with the preliminary results it announced on September 12, 2017.

Revenue was $97.3 million during the quarter compared to $102.0 million in the same quarter last year, a year-over-year decrease of 5% on an actual currency basis and a constant currency basis. On a non-GAAP basis, revenue was $97.6 million during the quarter compared to $102.4 million in the same quarter last year, a decrease of 5% on an actual currency basis and a constant currency basis.

Additional financial highlights included:

On a GAAP basis in the fiscal third quarter of 2017:

Revenue was $97.3 million compared to $102.0 million in the same quarter in fiscal year 2016;
Income from operations was $20.3 million compared to $13.6 million in the same quarter last year;
Net income was $11.2 million compared to $7.6 million in the same quarter last year;
Diluted earnings per share was $0.23 compared to $0.15 in the same quarter last year; and
Cash from operations was $13.4 million compared to $19.7 million in the same quarter last year.

On a non-GAAP basis in the fiscal third quarter of 2017:

Revenue was $97.6 million compared to $102.4 million in the same quarter last year;
Income from operations was $35.7 million compared to $32.0 million in the same quarter last year;
Operating margin was 37% compared to 31% in the same quarter last year;
Net income was $23.0 million compared to $21.6 million in the same quarter last year;
Diluted earnings per share was $0.48 compared to $0.44 in the same quarter last year; and
Adjusted free cash flow was $18.3 million compared to $19.1 million in the same quarter last year.

Yogesh Gupta, CEO at Progress, said: “We are pleased with our better-than-expected revenue and earnings per share for the third quarter. Our strong financial performance can be traced directly to our continuing commitment to customer retention and to managing our business efficiently and profitably. Over the past nine months, our new management team has made excellent strides in executing on our business strategy, which we believe will create even greater value for all shareholders.”

Paul Jalbert, CFO at Progress, said: “Our Q3 and year-to-date results have enabled us to again increase our full-year estimates for revenue, operating margin, earnings per share and adjusted free cash flow. Going forward, we will continue to manage our business efficiently, strengthening and optimizing our core business. Through our recently increased dividend and share repurchase authorization, we have also enhanced our capital allocation strategy to return more operating cash flow to shareholders.”

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Other fiscal third quarter 2017 metrics and recent results included:

Cash, cash equivalents and short-term investments were $191.3 million at the end of the quarter;
DSO was 48 days, compared to 49 days in the fiscal third quarter of 2016 and 42 days in the fiscal second quarter of 2017;
Progress repurchased 0.6 million shares for $19.0 million during the fiscal third quarter of 2017; and
On September 6, 2017, our Board of Directors declared a quarterly dividend of $0.14 per share of common stock that will be paid on December 15, 2017 to shareholders of record as of the close of business on December 1, 2017. This represents an increase of 12% to our quarterly dividend.

Share Repurchase Program

Progress also announced today that its Board of Directors has increased the total share repurchase authorization from the $91 million remaining on the previous authorization to $250 million. Progress' intent is to utilize $150 million of this authorization by the end of fiscal year 2018, and the total amount by the end of fiscal year 2019.

Business Outlook

Progress provides the following updated guidance for the fiscal year ending November 30, 2017 and the fourth fiscal quarter ending November 30, 2017:

(In millions, except percentages and per share amounts)
FY 2017
GAAP
 
FY 2017
Non-GAAP
 
Q4 2017
GAAP
 
Q4 2017
Non-GAAP
Revenue
$393 - $396

 
$394 - $397
 
$112 - $115
 
$112 - $115
Diluted earnings per share
$0.74 - $0.78

 
$1.82 - $1.85
 
$0.33 - $0.36
 
$0.58 - $0.61
Operating margin
18%

 
35%
 
*
 
*
Operating cash flows / adjusted free cash flow
$89 - $94

 
$105 - $110
 
*
 
*
Effective tax rate
44
%
 
33% - 34%
 
*
 
*
*We do not provide guidance for this financial measure.

Progress' fiscal 2017 financial guidance is based on current exchange rates. The positive currency translation impact on Progress' fiscal year 2017 business outlook compared to 2016 exchange rates is approximately $1.0 million on non-GAAP revenue. The currency translation impact on the fiscal 2017 non-GAAP earnings per share guidance is not meaningful. The positive currency translation impact on Progress' fiscal Q4 2017 business outlook compared to 2016 exchange rates on non-GAAP revenue and non-GAAP earnings per share is approximately $2.0 million to $3.0 million and $0.01, respectively. To the extent that there are further changes in exchange rates versus the current environment, this may have an additional impact on Progress' business outlook.

Conference Call

The Progress quarterly investor conference call to review its fiscal third quarter of 2017 will be broadcast live at 5:00 p.m. ET on Wednesday, September 27, 2017 and can be accessed on the investor relations section of the company’s website, located at www.progress.com. Additionally, you can listen to the call by telephone by dialing 1-877-741-4248, pass code 3051139. The conference call will include comments followed by questions and answers. An archived version of the conference call and supporting materials will be available on the Progress website within the investor relations section after the live conference call.

Non-GAAP Financial Information

Progress provides non-GAAP supplemental information to its financial results.

We use this non-GAAP information to evaluate our period-over-period operating performance because our management believes the information helps illustrate underlying trends in our business and provides us with a more comparable measure of our continuing business, as well as a greater understanding of the results from the primary operations of our business, by excluding the effects of certain items that do not reflect the ordinary earnings of our operations. Management also uses this

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non-GAAP financial information to establish budgets and operational goals, which are communicated internally and externally, evaluate performance, and allocate resources. In addition, compensation of our executives and non-executive employees is based in part on the performance of our business evaluated using this same non-GAAP information.

However, this non-GAAP information is not in accordance with, or an alternative to, generally accepted accounting principles in the United States (GAAP) and should be considered in conjunction with our GAAP results as the items excluded from the non-GAAP information often have a material impact on Progress’ financial results. A reconciliation of non-GAAP adjustments to Progress' GAAP financial results is included in the tables below and is available on the Progress website at www.progress.com within the investor relations section.

As described in more detail below, non-GAAP revenue, non-GAAP costs of sales and operating expenses, non-GAAP income from operations and operating margin, non-GAAP net income, and non-GAAP diluted earnings per share exclude the effect of purchase accounting on the fair value of acquired deferred revenue, amortization of acquired intangible assets, stock-based compensation expense, restructuring charges, acquisition-related expenses, certain identified non-operating gains and losses, and the related tax effects of the preceding items. We also provide guidance on adjusted free cash flow, which is equal to cash flows from operating activities less purchases of property and equipment and capitalized software development costs, plus restructuring payments.

In the noted fiscal periods, we adjusted for the following items from our GAAP financial results to arrive at our non-GAAP financial measures:

Acquisition-related revenue - In all periods presented, we include acquisition-related revenue, which constitutes revenue reflected as pre-acquisition deferred revenue that would otherwise have been recognized but for the purchase accounting treatment of acquisitions. The acquisition-related revenue relates to Telerik, which we acquired on December 2, 2014, and Kinvey, which we acquired on June 1, 2017. Since GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of our economic activities. We believe these adjustments are useful to management and investors as a measure of the ongoing performance of the business because, although we cannot be certain that customers will renew their contracts, we have historically experienced high renewal rates on maintenance and support agreements and other customer contracts. Additionally, although acquisition-related revenue adjustments are non-recurring with respect to past acquisitions, we expect to incur these adjustments in connection with any future acquisitions.

Amortization of acquired intangibles - In all periods presented, we exclude amortization of acquired intangibles because those expenses are unrelated to our core operating performance and the intangible assets acquired vary significantly based on the timing and magnitude of our acquisition transactions and the maturities of the businesses acquired.

Impairment of acquired intangibles - In the third quarter of fiscal year 2016, we exclude an impairment charge applicable to acquired intangible assets because such expense distorts trends and is not part of our core operating results. Such impairment charges are inconsistent in amount and frequency and we believe that eliminating these amounts, when significant and not reflective of ongoing business and operating results, facilitates a more meaningful evaluation of our current operating performance and comparisons to our operating performance in other periods.

Stock-based compensation - In all periods presented, we exclude stock-based compensation to be consistent with the way management and the financial community evaluates our performance and the methods used by analysts to calculate consensus estimates. The expense related to stock-based awards is generally not controllable in the short-term and can vary significantly based on the timing, size and nature of awards granted. As such, we do not include these charges in operating plans. Stock-based compensation will continue in future periods.

Restructuring expenses - In all periods presented, we exclude restructuring expenses incurred because those expenses distort trends and are not part of our core operating results.

Acquisition-related and transition expenses - In all periods presented, we exclude acquisition-related expenses because those expenses distort trends and are not part of our core operating results. In recent years, we have completed a number of acquisitions, which result in our incurring operating expenses which would not otherwise have been incurred. By excluding certain transition, integration and other acquisition-related expense items in connection with acquisitions, this provides more meaningful comparisons of the financial results to our historical operations and

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forward looking guidance and the financial results of less acquisitive peer companies. We consider these types of costs and adjustments, to a great extent, to be unpredictable and dependent on a significant number of factors that are outside of our control. Furthermore, we do not consider these acquisition-related costs and adjustments to be related to the organic continuing operations of the acquired businesses and are generally not relevant to assessing or estimating the long-term performance of the acquired assets. In addition, the size, complexity and/or volume of past acquisitions, which often drives the magnitude of acquisition related costs, may not be indicative of the size, complexity and/or volume of future acquisitions.

Income tax adjustment - In all periods presented, we adjust our income tax provision by excluding the tax impact of the non-GAAP adjustments discussed above.

Constant Currency

Revenue from our international operations has historically represented a substantial portion of our total revenue. As a result, our revenue results have been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates. For example, if the local currencies of our foreign subsidiaries strengthen, our consolidated results stated in U.S. dollars are positively impacted.

As exchange rates are an important factor in understanding period to period comparisons, we present revenue growth rates on a constant currency basis, which helps improve the understanding of our revenue results and our performance in comparison to prior periods. The constant currency information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates. These results should be considered in addition to, not as a substitute for, results reported in accordance with GAAP.

Note Regarding Forward-Looking Statements

This press release contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Progress has identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “might,” “should,” “expect,” “intend,” “plan,” “target,” “anticipate” and “continue,” the negative of these words, other terms of similar meaning or the use of future dates.

Forward-looking statements in this press release include, but are not limited to, statements regarding Progress' business outlook and financial guidance. There are a number of factors that could cause actual results or future events to differ materially from those anticipated by the forward-looking statements, including, without limitation:

(1) Economic, geopolitical and market conditions, including the uncertain economic environment in Europe as a result of the Brexit vote, and the continued difficult economic environment in Brazil and other parts of the world, can adversely affect our business, results of operations and financial condition, including our revenue growth and profitability, which in turn could adversely affect our stock price. (2) We may fail to achieve our financial forecasts due to such factors as delays or size reductions in transactions, fewer large transactions in a particular quarter, fluctuations in currency exchange rates, or a decline in our renewal rates for contracts. (3) Our ability to successfully manage transitions to new business models and markets, including an increased emphasis on a cloud and subscription strategy, may not be successful. (4) If we are unable to develop new or sufficiently differentiated products and services, or to enhance and improve our existing products and services in a timely manner to meet market demand, partners and customers may not purchase new software licenses or subscriptions or purchase or renew support contracts. (5) We depend upon our extensive partner channel and we may not be successful in retaining or expanding our relationships with channel partners. (6) Our international sales and operations subject us to additional risks that can adversely affect our operating results, including risks relating to foreign currency gains and losses. (7) If the security measures for our software, services or other offerings are compromised or subject to a successful cyber-attack, or if such offerings contain significant coding or configuration errors, we may experience reputational harm, legal claims and financial exposure. (8) We have made acquisitions, and may make acquisitions in the future, and those acquisitions may not be successful, may involve unanticipated costs or other integration issues or may disrupt our existing operations. For further information regarding risks and uncertainties associated with Progress' business, please refer to Progress' filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended November 30, 2016. Progress undertakes no obligation to update any forward-looking statements, which speak only as of the date of this press release.

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About Progress

Progress (NASDAQ: PRGS) offers the leading platform for developing and deploying mission-critical business applications. Progress empowers enterprises and ISVs to build and deliver cognitive-first applications that harness big data to derive business insights and competitive advantage. Progress offers leading technologies for easily building powerful user interfaces across any type of device, a reliable, scalable and secure backend platform to deploy modern applications, leading data connectivity to all sources, and award-winning predictive analytics that brings the power of machine learning to any organization. Over 1,700 independent software vendors, 100,000 enterprise customers, and 2 million developers rely on Progress to power their applications. Learn about Progress at www.progress.com or +1-800-477-6473.

Progress and Progress Software are trademarks or registered trademarks of Progress Software Corporation and/or its subsidiaries or affiliates in the U.S. and other countries. Any other names contained herein may be trademarks of their respective owners.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 
Three Months Ended
 
Nine Months Ended
(In thousands, except per share data)
August 31, 2017
 
August 31, 2016
 
% Change
 
August 31, 2017
 
August 31, 2016
 
% Change
Revenue:
 
 
 
 
 
 
 
 
 
 
 
Software licenses
$
28,529

 
$
33,624

 
(15
)%
 
$
78,443

 
$
86,366

 
(9
)%
Maintenance and services
68,781

 
68,394

 
1
 %
 
203,050

 
201,251

 
1
 %
Total revenue
97,310

 
102,018

 
(5
)%
 
281,493

 
287,617

 
(2
)%
Costs of revenue:
 
 
 
 
 
 
 
 
 
 
 
Cost of software licenses
1,337

 
1,424

 
(6
)%
 
4,347

 
4,139

 
5
 %
Cost of maintenance and services
10,970

 
11,825

 
(7
)%
 
32,724

 
33,217

 
(1
)%
Amortization of acquired intangibles
5,768

 
3,940

 
46
 %
 
14,129

 
11,818

 
20
 %
Total costs of revenue
18,075

 
17,189

 
5
 %
 
51,200

 
49,174

 
4
 %
Gross profit
79,235

 
84,829

 
(7
)%
 
230,293

 
238,443

 
(3
)%
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Sales and marketing
23,159

 
29,852

 
(22
)%
 
70,116

 
88,648

 
(21
)%
Product development
19,620

 
21,706

 
(10
)%
 
55,745

 
65,800

 
(15
)%
General and administrative
11,164

 
11,411

 
(2
)%
 
33,338

 
36,055

 
(8
)%
Amortization of acquired intangibles
3,319

 
3,186

 
4
 %
 
9,721

 
9,556

 
2
 %
Impairment of intangible assets

 
5,051

 
(100
)%
 

 
5,051

 
(100
)%
Restructuring expenses
923

 
(36
)
 
2,664
 %
 
18,724

 
229

 
8,076
 %
Acquisition-related expenses
751

 
53

 
1,317
 %
 
844

 
449

 
88
 %
Total operating expenses
58,936

 
71,223

 
(17
)%
 
188,488

 
205,788

 
(8
)%
Income from operations
20,299

 
13,606

 
49
 %
 
41,805

 
32,655

 
28
 %
Other (expense) income, net
(1,400
)
 
(1,288
)
 
(9
)%
 
(4,299
)
 
(4,474
)
 
4
 %
Income before income taxes
18,899

 
12,318

 
53
 %
 
37,506

 
28,181

 
33
 %
Provision for income taxes
7,727

 
4,742

 
63
 %
 
16,518

 
10,114

 
63
 %
Net income
$
11,172

 
$
7,576

 
47
 %
 
$
20,988

 
$
18,067

 
16
 %
 
 
 
 
 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
 
 
 
 
Basic
$
0.23

 
$
0.16

 
44
 %
 
$
0.43

 
$
0.36

 
19
 %
Diluted
$
0.23

 
$
0.15

 
53
 %
 
$
0.43

 
$
0.36

 
19
 %
Weighted average shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
Basic
48,071

 
48,611

 
(1
)%
 
48,342

 
49,765

 
(3
)%
Diluted
48,370

 
49,135

 
(2
)%
 
48,631

 
50,310

 
(3
)%
 
 
 
 
 
 
 
 
 
 
 
 
Cash dividends declared per common share
$
0.125

 
$

 
100
 %
 
$
0.250

 
$

 
100
 %

6



CONDENSED CONSOLIDATED BALANCE SHEETS
 
(In thousands)
August 31,
2017
 
November 30, 2016
Assets
 
 
 
Current assets:
 
 
 
Cash, cash equivalents and short-term investments
$
191,316

 
$
249,754

Accounts receivable, net
51,860

 
65,678

Other current assets
18,451

 
20,621

Total current assets
261,627

 
336,053

Property and equipment, net
43,283

 
50,105

Goodwill and intangible assets, net
417,690

 
358,894

Other assets
3,216

 
9,775

Total assets
$
725,816

 
$
754,827

Liabilities and shareholders’ equity
 
 
 
Current liabilities:
 
 
 
Accounts payable and other current liabilities
$
59,530

 
$
59,778

Current portion of long-term debt
14,643

 
15,000

Short-term deferred revenue
131,932

 
128,960

Total current liabilities
206,105

 
203,738

Long-term deferred revenue
8,774

 
8,801

Long-term debt
108,303

 
120,000

Other long-term liabilities
11,032

 
15,659

Shareholders’ equity:
 
 
 
Common stock and additional paid-in capital
246,628

 
239,496

Retained earnings
144,974

 
167,133

Total shareholders’ equity
391,602

 
406,629

Total liabilities and shareholders’ equity
$
725,816

 
$
754,827




7


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  
 
Three Months Ended
 
Nine Months Ended
(In thousands)
August 31,
2017
 
August 31,
2016
 
August 31,
2017
 
August 31,
2016
Cash flows from operating activities:
 
 
 
 
 
 
 
Net income
$
11,172

 
$
7,576

 
$
20,988

 
$
18,067

Depreciation and amortization
11,476

 
9,887

 
31,324

 
29,796

Stock-based compensation
4,296

 
5,779

 
9,559

 
19,009

Other non-cash adjustments
(1,217
)
 
2,803

 
3,354

 
3,780

Changes in operating assets and liabilities
(12,285
)
 
(6,397
)
 
7,946

 
(1,742
)
Net cash flows from operating activities
13,442

 
19,648

 
73,171

 
68,910

Capital expenditures
(342
)
 
(1,130
)
 
(865
)
 
(3,747
)
Repurchases of common stock, net of issuances
(16,768
)
 
(10,832
)
 
(36,691
)
 
(63,341
)
Dividend payments to shareholders
(6,035
)
 

 
(18,151
)
 

Payments for acquisitions, net of cash acquired
(48,879
)
 

 
(77,149
)
 

Payment of long-term debt
(3,750
)
 
(1,875
)
 
(11,250
)
 
(7,500
)
Other
8,566

 
(2,236
)
 
12,497

 
(2,917
)
Net change in cash, cash equivalents and short-term investments
(53,766
)
 
3,575

 
(58,438
)
 
(8,595
)
Cash, cash equivalents and short-term investments, beginning of period
245,082

 
229,109

 
249,754

 
241,279

Cash, cash equivalents and short-term investments, end of period
$
191,316

 
$
232,684

 
$
191,316

 
$
232,684




8


RESULTS OF OPERATIONS BY SEGMENT
 
Three Months Ended
 
Nine Months Ended
(In thousands)
August 31, 2017
 
August 31, 2016
 
% Change
 
August 31, 2017
 
August 31, 2016
 
% Change
Segment revenue:
 
 
 
 
 
 
 
 
 
 
 
OpenEdge
$
68,135

 
$
67,534

 
1
 %
 
$
198,533

 
$
198,595

 
 %
Data Connectivity and Integration
8,987

 
14,251

 
(37
)%
 
22,911

 
30,852

 
(26
)%
Application Development and Deployment
20,188

 
20,233

 
 %
 
60,049

 
58,170

 
3
 %
Total revenue
97,310

 
102,018

 
(5
)%
 
281,493

 
287,617

 
(2
)%
Segment costs of revenue and operating expenses:
 
 
 
 

 
 
 
 
 
 
OpenEdge
18,374

 
18,180

 
1
 %
 
52,538

 
53,539

 
(2
)%
Data Connectivity and Integration
2,200

 
2,828

 
(22
)%
 
6,531

 
8,863

 
(26
)%
Application Development and Deployment
6,369

 
11,021

 
(42
)%
 
19,896

 
29,555

 
(33
)%
Total costs of revenue and operating expenses
26,943

 
32,029

 
(16
)%
 
78,965

 
91,957

 
(14
)%
Segment contribution:
 
 
 
 

 
 
 
 
 
 
OpenEdge
49,761

 
49,354

 
1
 %
 
145,995

 
145,056

 
1
 %
Data Connectivity and Integration
6,787

 
11,423

 
(41
)%
 
16,380

 
21,989

 
(26
)%
Application Development and Deployment
13,819

 
9,212

 
50
 %
 
40,153

 
28,615

 
40
 %
Total contribution
70,367

 
69,989

 
1
 %
 
202,528

 
195,660

 
4
 %
Other unallocated expenses (1)
50,068

 
56,383

 
(11
)%
 
160,723

 
163,005

 
(1
)%
Income from operations
20,299

 
13,606

 
49
 %
 
41,805

 
32,655

 
28
 %
Other (expense) income, net
(1,400
)
 
(1,288
)
 
(9
)%
 
(4,299
)
 
(4,474
)
 
4
 %
Income before provision for income taxes
$
18,899

 
$
12,318

 
53
 %
 
$
37,506

 
$
28,181

 
33
 %
 
 
 
 
 
 
 
 
 
 
 
 
(1) The following expenses are not allocated to our segments as we manage and report our business in these functional areas on a consolidated basis only: product development, corporate marketing, administration, amortization of acquired intangibles, stock-based compensation, restructuring, and acquisition related expenses.

9


SUPPLEMENTAL INFORMATION

Revenue by Type
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q3 2016
 
Q4 2016
 
Q1 2017
 
Q2 2017
 
Q3 2017
License
$
33,624

 
$
48,497

 
$
24,322

 
$
25,592

 
$
28,529

Maintenance
60,368

 
60,188

 
59,138

 
59,898

 
60,536

Services
8,026

 
9,039

 
7,510

 
7,723

 
8,245

Total revenue
$
102,018

 
$
117,724

 
$
90,970

 
$
93,213

 
$
97,310

 
 
 
 
 
 
 
 
 
 
Revenue by Region
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q3 2016
 
Q4 2016
 
Q1 2017
 
Q2 2017
 
Q3 2017
North America
$
58,275

 
$
68,471

 
$
50,305

 
$
51,430

 
$
55,703

EMEA
32,719

 
35,301

 
29,844

 
30,646

 
31,830

Latin America
4,667

 
8,407

 
5,023

 
5,637

 
5,009

Asia Pacific
6,357

 
5,545

 
5,798

 
5,500

 
4,768

Total revenue
$
102,018

 
$
117,724

 
$
90,970

 
$
93,213

 
$
97,310

 
 
 
 
 
 
 
 
 
 
Revenue by Segment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q3 2016
 
Q4 2016
 
Q1 2017
 
Q2 2017
 
Q3 2017
OpenEdge
$
67,534

 
$
77,672

 
$
64,508

 
$
65,890

 
$
68,135

Data Connectivity and Integration
14,251

 
17,157

 
6,828

 
7,096

 
8,987

Application Development and Deployment
20,233

 
22,895

 
19,634

 
20,227

 
20,188

Total revenue
$
102,018

 
$
117,724

 
$
90,970

 
$
93,213

 
$
97,310













10


RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES - QTD
 
Three Months Ended
 
% Change
(In thousands, except per share data)
August 31, 2017
 
August 31, 2016
 
Non-GAAP
Adjusted revenue:
 
 
 
 
 
 
 
 
 
GAAP revenue
$
97,310

 
 
 
$
102,018

 
 
 
 
Acquisition-related revenue (1)
313

 
 
 
405

 
 
 
 
Non-GAAP revenue
$
97,623

 
100
 %
 
$
102,423

 
100
 %
 
(5
)%
 
 
 
 
 
 
 
 
 
 
Adjusted gross margin:
 
 
 
 


 
 
 
 
GAAP gross margin
$
79,235

 
81
 %
 
$
84,829

 
83
 %
 
 
Amortization of acquired intangibles
5,768

 
7
 %
 
3,940

 
4
 %
 
 
Stock-based compensation (2)
239

 
 %
 
223

 
 %
 
 
Acquisition-related revenue (1)
313

 
 %
 
405

 
 %
 
 
Non-GAAP gross margin
$
85,555

 
88
 %
 
$
89,397

 
87
 %
 
(4
)%
 
 
 
 
 

 
 
 
 
Adjusted operating expenses:
 
 
 
 


 
 
 
 
GAAP operating expenses
$
58,936

 
61
 %
 
$
71,223

 
70
 %
 
 
Amortization and impairment of acquired intangibles
(3,319
)
 
(3
)%
 
(8,237
)
 
(8
)%
 
 
Restructuring expenses and other
(923
)
 
(1
)%
 
36

 
 %
 
 
Acquisition-related expenses
(751
)
 
(1
)%
 
(53
)
 
 %
 
 
Stock-based compensation (2)
(4,057
)
 
(5
)%
 
(5,556
)
 
(6
)%
 


Non-GAAP operating expenses
$
49,886

 
51
 %
 
$
57,413

 
56
 %
 
(13
)%
 


 
 
 


 


 
 
Adjusted income from operations:
 
 
 
 
 
 
 
 
 
GAAP operating income
$
20,299

 
21
 %
 
$
13,606

 
13
 %
 
 
Amortization and impairment of acquired intangibles
9,087

 
10
 %
 
12,177

 
12
 %
 
 
Restructuring expenses and other
923

 
1
 %
 
(36
)
 
 %
 
 
Stock-based compensation (2)
4,296

 
4
 %
 
5,779

 
6
 %
 
 
Acquisition-related
1,064

 
1
 %
 
458

 
 %
 


Non-GAAP income from operations
$
35,669

 
37
 %
 
$
31,984

 
31
 %
 
12
 %
 


 


 


 


 


Adjusted diluted earnings per share:
 
 
 
 
 
 
 
 
 
GAAP diluted earnings per share
$
0.23

 


 
$
0.15

 
 
 


Amortization and impairment of acquired intangibles
0.19

 
 
 
0.25

 
 
 
 
Restructuring expenses and other
0.02

 
 
 

 
 
 
 
Stock-based compensation (2)
0.09

 
 
 
0.12

 
 
 
 
Acquisition-related
0.02

 
 
 
0.01

 
 
 
 
Provision for income taxes
(0.07
)
 
 
 
(0.09
)
 
 
 
 
Non-GAAP diluted earnings per share
$
0.48

 
 
 
$
0.44

 
 
 
9
 %
 
 
 
 
 
 
 
 
 
 
Non-GAAP weighted avg shares outstanding - diluted
48,370

 
 
 
49,135

 

 
(2
)%
 
 
 
 
 
 
 
 
 
 
(1) Acquisition-related revenue constitutes revenue reflected as pre-acquisition deferred revenue that would otherwise have been recognized but for the purchase accounting treatment of acquisitions. Since GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of our economic activities. Note that acquisition-related revenue adjustments relate to Progress' OpenEdge and Application Development and Deployment business segments for Kinvey and Telerik, respectively.

(2) Stock-based compensation is included in the GAAP statements of income, as follows:
 
 
 
 
 
 
 
 
 
 
Cost of revenue
$
239

 
 
 
$
223

 
 
 
 
Sales and marketing
808

 
 
 
751

 
 
 
 
Product development
1,645

 
 
 
2,524

 
 
 
 
General and administrative
1,604

 
 
 
2,281

 
 
 
 
Operating Expenses
4,057

 
 
 
5,556

 
 
 
 
Total
$
4,296

 
 
 
$
5,779

 
 
 
 

11


RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES - YTD
 
Nine Months Ended
 
% Change
(In thousands, except per share data)
August 31, 2017
 
August 31, 2016
 
Non-GAAP
Adjusted revenue:
 
 
 
 
 
 
 
 
 
GAAP revenue
$
281,493

 
 
 
$
287,617

 
 
 
 
Acquisition-related revenue (1)
759

 
 
 
1,726

 
 
 
 
Non-GAAP revenue
$
282,252

 
100
 %
 
$
289,343

 
100
 %
 
(2
)%
 
 
 
 
 
 
 
 
 
 
Adjusted gross margin:
 
 
 
 


 
 
 
 
GAAP gross margin
$
230,293

 
82
 %
 
$
238,443

 
83
 %
 
 
Amortization of acquired intangibles
14,129

 
5
 %
 
11,818

 
4
 %
 
 
Stock-based compensation (2)
790

 
 %
 
599

 
 %
 
 
Acquisition-related revenue (1)
759

 
 %
 
1,726

 
 %
 
 
Non-GAAP gross margin
$
245,971

 
87
 %
 
$
252,586

 
87
 %
 
(3
)%
 
 
 
 
 

 
 
 
 
Adjusted operating expenses:
 
 
 
 


 
 
 
 
GAAP operating expenses
$
188,488

 
67
 %
 
$
205,788

 
71
 %
 
 
Amortization and impairment of acquired intangibles
(9,721
)
 
(3
)%
 
(14,607
)
 
(6
)%
 
 
Restructuring expenses and other
(18,560
)
 
(8
)%
 
(229
)
 
 %
 
 
Acquisition-related expenses
(844
)
 
 %
 
(449
)
 
 %
 
 
Stock-based compensation (2)
(8,769
)
 
(3
)%
 
(18,410
)
 
(6
)%
 


Non-GAAP operating expenses
$
150,594

 
53
 %
 
$
172,093

 
59
 %
 
(12
)%
 


 
 
 


 


 
 
Adjusted income from operations:
 
 
 
 
 
 
 
 
 
GAAP operating income
$
41,805

 
15
 %
 
$
32,655

 
11
 %
 
 
Amortization and impairment of acquired intangibles
23,850

 
8
 %
 
26,425

 
9
 %
 
 
Restructuring expenses and other
18,560

 
7
 %
 
229

 
 %
 
 
Stock-based compensation (2)
9,559

 
3
 %
 
19,009

 
7
 %
 
 
Acquisition-related
1,603

 
1
 %
 
2,175

 
1
 %
 


Non-GAAP income from operations
$
95,377

 
34
 %
 
$
80,493

 
28
 %
 
18
 %
 


 


 


 


 


Adjusted diluted earnings per share:
 
 
 
 
 
 
 
 
 
GAAP diluted earnings per share
$
0.43

 


 
$
0.36

 
 
 


Amortization and impairment of acquired intangibles
0.49

 
 
 
0.53

 
 
 
 
Restructuring expenses and other
0.38

 
 
 

 
 
 
 
Stock-based compensation (2)
0.20

 
 
 
0.38

 
 
 
 
Acquisition-related
0.03

 
 
 
0.04

 
 
 
 
Provision for income taxes
(0.29
)
 
 
 
(0.28
)
 
 
 
 
Non-GAAP diluted earnings per share
$
1.24

 
 
 
$
1.03

 
 
 
20
 %
 
 
 
 
 
 
 
 
 
 
Non-GAAP weighted avg shares outstanding - diluted
48,631

 
 
 
50,310

 

 
(3
)%
 
 
 
 
 
 
 
 
 
 
(1) Acquisition-related revenue constitutes revenue reflected as pre-acquisition deferred revenue that would otherwise have been recognized but for the purchase accounting treatment of acquisitions. Since GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of our economic activities. Note that acquisition-related revenue adjustments relate to Progress' OpenEdge and Application Development and Deployment business segments for Kinvey and Telerik, respectively.
(2) Stock-based compensation is included in the GAAP statements of income, as follows:
 
 
 
 
 
 
 
 
 
 
Cost of revenue
$
790

 
 
 
$
599

 
 
 
 
Sales and marketing
1,371

 
 
 
2,792

 
 
 
 
Product development
2,699

 
 
 
7,600

 
 
 
 
General and administrative
4,699

 
 
 
8,018

 
 
 
 
Operating Expenses
8,769

 
 
 
18,410

 
 
 
 
Total
$
9,559

 
 
 
$
19,009

 
 
 
 

12


OTHER NON-GAAP FINANCIAL MEASURES - QTD

Revenue by Type
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q3 2017
 
Non-GAAP Adjustment (1)
 
Non-GAAP Revenue
License
$
28,529

 
$
38

 
$
28,567

Maintenance
60,536

 
116

 
60,652

Services
8,245

 
159

 
8,404

Total revenue
$
97,310

 
$
313

 
$
97,623

 
 
 
 
 
 
Revenue by Region
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q3 2017
 
Non-GAAP Adjustment (1)
 
Non-GAAP Revenue
North America
$
55,703

 
$
313

 
$
56,016

EMEA
31,830

 

 
31,830

Latin America
5,009

 

 
5,009

Asia Pacific
4,768

 

 
4,768

Total revenue
$
97,310

 
$
313

 
$
97,623

 
 
 
 
 
 
Revenue by Segment
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q3 2017
 
Non-GAAP Adjustment (1)
 
Non-GAAP Revenue
OpenEdge
$
68,135

 
$
159

 
$
68,294

Data Connectivity and Integration
8,987

 

 
8,987

Application Development and Deployment
20,188

 
154

 
20,342

Total revenue
$
97,310

 
$
313

 
$
97,623

 
 
 
 
 
 
(1) Acquisition-related revenue constitutes revenue reflected as pre-acquisition deferred revenue that would otherwise have been recognized but for the purchase accounting treatment of acquisitions. Since GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of our economic activities. Note that acquisition-related revenue adjustments relate to Progress' OpenEdge and Application Development and Deployment business segments for Kinvey and Telerik, respectively.
 
 
 
 
 
 
Adjusted Free Cash Flow
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q3 2017
 
Q3 2016
 
% Change
Cash flows from operations
$
13,442

 
$
19,648

 
(32
)%
Purchases of property and equipment
(342
)
 
(1,130
)
 
(70
)%
Free cash flow
13,100

 
18,518

 
(29
)%
Add back: restructuring payments
5,241

 
542

 
867
 %
Adjusted free cash flow
$
18,341

 
$
19,060

 
(4
)%

13


OTHER NON-GAAP FINANCIAL MEASURES - YTD

Revenue by Type
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
YTD 2017
 
Non-GAAP Adjustment (1)
 
Non-GAAP Revenue
License
$
78,443

 
$
137

 
$
78,580

Maintenance
179,572

 
463

 
180,035

Services
23,478

 
159

 
23,637

Total revenue
$
281,493

 
$
759

 
$
282,252

 
 
 
 
 
 
Revenue by Region
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
YTD 2017
 
Non-GAAP Adjustment (1)
 
Non-GAAP Revenue
North America
$
157,438

 
$
759

 
$
158,197

EMEA
92,320

 

 
92,320

Latin America
15,669

 

 
15,669

Asia Pacific
16,066

 

 
16,066

Total revenue
$
281,493

 
$
759

 
$
282,252

 
 
 
 
 
 
Revenue by Segment
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
YTD 2017
 
Non-GAAP Adjustment (1)
 
Non-GAAP Revenue
OpenEdge
$
198,533

 
$
159

 
$
198,692

Data Connectivity and Integration
22,911

 

 
22,911

Application Development and Deployment
60,049

 
600

 
60,649

Total revenue
$
281,493

 
$
759

 
$
282,252

 
 
 
 
 
 
(1) Acquisition-related revenue constitutes revenue reflected as pre-acquisition deferred revenue that would otherwise have been recognized but for the purchase accounting treatment of acquisitions. Since GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of our economic activities. Note that acquisition-related revenue adjustments relate to Progress' OpenEdge and Application Development and Deployment business segments for Kinvey and Telerik, respectively.
 
 
 
 
 
 
Adjusted Free Cash Flow
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
YTD 2017
 
YTD Q3 2016
 
% Change
Cash flows from operations
$
73,171

 
$
68,910

 
6
 %
Purchases of property and equipment
(865
)
 
(3,747
)
 
(77
)%
Free cash flow
72,306

 
65,163

 
11
 %
Add back: restructuring payments
16,871

 
3,024

 
458
 %
Adjusted free cash flow
$
89,177

 
$
68,187

 
31
 %

14


Non-GAAP Bookings from Application Development and Deployment Segment

(In thousands)
Q1 2016
 
Q2 2016
 
Q3 2016
 
Q4 2016
 
FY 2016
 
Q1 2017
 
Q2 2017
 
Q3 2017
GAAP revenue
$
18,752

 
$
19,185

 
$
20,233

 
$
22,895

 
$
81,065

 
$
19,634

 
$
20,226

 
$
20,185

Add: change in deferred revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
49,252

 
49,237

 
51,693

 
51,736

 
49,252

 
52,971

 
51,298

 
52,400

Ending balance
49,237

 
51,693

 
51,736

 
52,971

 
52,971

 
51,298

 
52,400

 
52,615

Change in deferred revenue
(15
)
 
2,456

 
43

 
1,235

 
3,719

 
(1,673
)

1,102

 
215

Non-GAAP bookings
$
18,737

 
$
21,641

 
$
20,276

 
$
24,130

 
$
84,784

 
$
17,961

 
$
21,328

 
$
20,400


SaaS Revenue (Hosted Services) from Application Development and Deployment Segment

(In thousands)
Q1 2016
 
Q2 2016
 
Q3 2016
 
Q4 2016
 
FY 2016
 
Q1 2017
 
Q2 2017
 
Q3 2017
SaaS Revenue - Application Development and Deployment
$
1,071

 
$
1,079

 
$
1,160

 
$
1,163

 
$
4,473

 
$
963

 
$
854

 
$
799



15


RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2017 GUIDANCE
(Unaudited)

Fiscal Year 2017 Revenue Growth Guidance
 
Fiscal Year Ended
 
Fiscal Year Ending
 
November 30, 2016
 
November 30, 2017
(In millions)
 
 
Low
 
% Change
 
High
 
% Change
GAAP revenue
$
405.3

 
$
393.0

 
(3
)%
 
$
396.0

 
(2
)%
Acquisition-related adjustments - revenue (1)
2.1

 
1.0

 
(52
)%
 
1.0

 
(52
)%
Non-GAAP revenue
$
407.4

 
$
394.0

 
(3
)%
 
$
397.0

 
(3
)%
 
 
 
 
 
 
 
 
 
 
(1) Acquisition-related revenue constitutes revenue reflected as pre-acquisition deferred revenue that would otherwise have been recognized but for the purchase accounting treatment of acquisitions. Since GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of our economic activities. Note that acquisition-related revenue adjustments relate to Progress' OpenEdge and Application Development and Deployment business segments for Kinvey and Telerik, respectively.
Fiscal Year 2017 Non-GAAP Operating Margin Guidance
 
Fiscal Year Ending November 30, 2017
(In millions)
Low
 
High
GAAP income from operations
$
70.1

 
$
72.8

GAAP operating margins
18
%
 
18
%
Acquisition-related revenue
1.0

 
1.0

Acquisition-related expense
0.8

 
0.8

Stock-based compensation
14.3

 
14.3

Restructuring expense and other
19.5

 
18.7

Amortization of intangibles
33.0

 
33.0

Total adjustments
68.6

 
67.8

Non-GAAP income from operations
$
138.7

 
$
140.6

Non-GAAP operating margin
35
%
 
35
%
Fiscal Year 2017 Non-GAAP Earnings per Share and Effective Tax Rate Guidance
 
Fiscal Year Ending November 30, 2017
(In millions, except per share data)
Low
 
High
GAAP net income
$
36.1

 
$
37.6

Adjustments (from previous table)
68.6

 
67.8

Income tax adjustment (2)
(16.3
)
 
(15.5
)
Non-GAAP net income
$
88.4

 
$
89.9

 
 
 
 
GAAP diluted earnings per share
$
0.74

 
$
0.78

Non-GAAP diluted earnings per share
$
1.82

 
$
1.85

 
 
 
 
Diluted weighted average shares outstanding
48.5

 
48.5

 
 
 
 
(2) Tax adjustment is based on a non-GAAP effective tax rate of 34% for Low and 33% for High, calculated as follows:
Non-GAAP income from operations
$
138.7

 
$
140.6

Other (expense) income, net
(5.6
)
 
(5.6
)
Non-GAAP income from continuing operations before income taxes
133.1

 
135.0

Non-GAAP net income
88.4

 
89.9

Tax provision
$
44.7

 
$
45.1

Non-GAAP tax rate
34
%
 
33
%


16


RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2017 GUIDANCE
(Unaudited)

Fiscal Year 2017 Adjusted Free Cash Flow Guidance
 
Fiscal Year Ending November 30, 2017
(In millions)
Low
 
High
Cash flows from operations (GAAP)
$
89

 
$
94

Purchases of property and equipment
(3
)
 
(2
)
Add back: restructuring payments
19

 
18

Adjusted free cash flow (non-GAAP)
$
105

 
$
110



17


RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q4 2017 GUIDANCE
(Unaudited)

Q4 2017 Revenue Growth Guidance
 
Three Months Ended
 
Three Months Ending
 
November 30, 2016
 
November 30, 2017
(In millions)
 
 
Low
 
% Change
 
High
 
% Change
GAAP revenue
$
117.7

 
$
111.8

 
(5
)%
 
$
114.8

 
(2
)%
Acquisition-related adjustments - revenue (1)
0.3

 
0.2

 
(33
)%
 
0.2

 
(33
)%
Non-GAAP revenue
$
118.0

 
$
112.0

 
(5
)%
 
$
115.0

 
(3
)%
 
 
 
 
 
 
 
 
 
 
(1) Acquisition-related revenue constitutes revenue reflected as pre-acquisition deferred revenue that would otherwise have been recognized but for the purchase accounting treatment of acquisitions. Since GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of our economic activities. Note that acquisition-related revenue adjustments relate to Progress' OpenEdge and Application Development and Deployment business segments for Kinvey and Telerik, respectively.


Q4 2017 Non-GAAP Earnings per Share Guidance
 
Three Months Ending November 30, 2017
 
Low
 
High
GAAP diluted earnings per share
$
0.33

 
$
0.36

Acquisition-related revenue
0.01

 
0.01

Stock-based compensation
0.10

 
0.10

Amortization of intangibles
0.19

 
0.19

Total adjustments
0.30

 
0.30

Income tax adjustment
(0.05
)
 
(0.05
)
Non-GAAP diluted earnings per share
$
0.58

 
$
0.61




18