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): June 27, 2018
 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 June 27, 2018, Progress Software Corporation ("Progress") issued a press release announcing its financial results for the fiscal second quarter ended May 31, 2018. 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
 






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:
June 27, 2018
Progress Software Corporation
 
 
 
 
 
 
By:
/s/ PAUL A. JALBERT
 
 
 
Paul A. Jalbert
 
 
 
Chief Financial Officer




Exhibit
https://cdn.kscope.io/b6fd552b99821ab90b1a610c78642251-newprogresslogoa10.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 2018 Second Quarter Results Exceed Guidance

Raises 2018 Guidance for Earnings Per Share, Operating Margin and Adjusted Free Cash Flow


BEDFORD, MA, June 27, 2018 (BUSINESSWIRE) — Progress (NASDAQ: PRGS), the leading provider of application development and digital experience technologies, today announced results for its fiscal second quarter ended May 31, 2018.

Revenue was $96.1 million during the quarter compared to $93.2 million in the same quarter last year, a year-over-year increase of 3% on an actual currency basis, and 1% on a constant currency basis. On a non-GAAP basis, revenue was $96.2 million during the quarter compared to $93.4 million in the same quarter last year, an increase of 3% on an actual currency basis, and flat on a constant currency basis.

On a GAAP basis, diluted earnings per share was $0.33 compared to $0.21 in the same quarter last year, an increase of 57%. On a non-GAAP basis, diluted earnings per share was $0.60 compared to $0.42 in the same quarter last year, an increase of 43%.

“We are very pleased with our Q2 performance, and our strong first half,” said Yogesh Gupta, CEO at Progress. “We exceeded our earnings per share expectations for the quarter, and our consistent execution provides us the confidence to once again raise our full year guidance for operating margin and earnings per share, as well as increase our expectations for free cash flow.  We continue to focus on keeping our business strong, and driving new opportunities through our Cognitive Apps initiatives.”

Additional financial highlights included:

 
Three Months Ended
 
GAAP
 
Non-GAAP
(In thousands, except percentages and per share amounts)
May 31, 2018
 
May 31, 2017
 
% Change
 
May 31, 2018
 
May 31, 2017
 
% Change
Revenue
$
96,102

 
$
93,213

 
3
%
 
$
96,212

 
$
93,427

 
3
%
Income from operations
21,788

 
20,284

 
7
%
 
37,378

 
32,579

 
15
%
Operating margin
23
%
 
22
%
 
5
%
 
39
%
 
35
%
 
11
%
Net income
15,403

 
10,341

 
49
%
 
27,763

 
20,530

 
35
%
Diluted earnings per share
0.33

 
0.21

 
57
%
 
0.60

 
0.42

 
43
%
Cash from operations (GAAP) /Adjusted free cash flow (Non-GAAP)
$
42,129

 
$
22,429

 
88
%
 
$
42,761

 
$
27,855

 
54
%

Paul Jalbert, CFO, said: “We had another strong financial performance in Q2, and returned over $50 million of capital to shareholders through share repurchases and dividends.  We remain focused on running our operations efficiently while also making the investments needed to strengthen our business, in order to drive sustainable, long-term value for all of our shareholders.”


1


Other fiscal second quarter 2018 metrics and recent results included:

Cash, cash equivalents and short-term investments were $144.2 million at the end of the quarter;
DSO was 40 days compared to 42 days in the fiscal second quarter of 2017, and 51 days in the fiscal first quarter of 2018;
Pursuant to the $250 million share authorization by the Board of Directors, Progress repurchased 1.1 million shares for $45.0 million during the fiscal second quarter of 2018. As of May 31, 2018, there was $130.0 million remaining under this authorization; and
On June 20, 2018, our Board of Directors declared a quarterly dividend of $0.14 per share of common stock that will be paid on September 17, 2018 to shareholders of record as of the close of business on September 3, 2018.

2018 Business Outlook

Progress provides the following guidance for the fiscal year ending November 30, 2018 and the third fiscal quarter ending August 31, 2018:

(In millions, except percentages and per share amounts)
FY 2018
GAAP
 
FY 2018
Non-GAAP
 
Q3 2018
GAAP
 
Q3 2018
Non-GAAP
Revenue
$398 - $404

 
$399 - $404

 
$95 - $97
 
$95 - $97
Diluted earnings per share
$1.33 - $1.39

 
$2.45 - $2.50

 
$0.30 - $0.33
 
$0.56 - $0.58
Operating margin
22% - 23%

 
38%

 
*
 
*
Cash from operations (GAAP) /
Adjusted free cash flow (Non-GAAP)
$120 - $126

 
$120 - $125

 
*
 
*
Effective tax rate
26
%
 
22
%
 
*
 
*
* We do not provide guidance for this financial measure.

Based on current exchange rates, the expected positive currency translation impact on Progress' fiscal year 2018 business outlook compared to 2017 exchange rates is approximately $4.5 million on GAAP and non-GAAP revenue, and $0.02 on GAAP and non-GAAP diluted earnings per share. The expected currency translation impact on Progress' fiscal Q3 2018 business outlook compared to 2017 exchange rates on GAAP and non-GAAP revenue, and on GAAP and non-GAAP diluted earnings per share is not meaningful. To the extent that there are changes in exchange rates versus the current environment, this may have an impact on Progress' business outlook.

Conference Call

The Progress quarterly investor conference call to review its fiscal second quarter of 2018 will be broadcast live at 5:00 p.m. ET on Wednesday, June 27, 2018 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 1-877-874-1563, pass code 8020190. 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 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

2


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, fees related to shareholder activist, 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, 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.

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.

Fees related to shareholder activist - In September 2017, Praesidium Investment Management publicly announced in a Schedule 13D filed with the Securities and Exchange Commission its disagreement with our strategy and stated that it was seeking changes in the composition of our Board of Directors. We incurred professional and other fees relating to Praesidium’s actions. We exclude these fees because they distort trends and are not part of our core operating results. We do not expect to incur additional professional and other fees related to this matter.

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 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.

3



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 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, 2017, as amended. Progress undertakes no obligation to update any forward-looking statements, which speak only as of the date of this press release.


4


About Progress

Progress (NASDAQ: PRGS) offers the leading platform for developing and deploying strategic business applications. We enable customers and partners to deliver modern, high-impact digital experiences with a fraction of the effort, time and cost. Progress offers powerful tools for easily building adaptive user experiences across any type of device or touchpoint, award-winning machine learning that enables cognitive capabilities to be a part of any application, the flexibility of a serverless cloud to deploy modern apps, business rules, web content management, plus leading data connectivity technology. 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.

5


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 
Three Months Ended
 
Six Months Ended
(In thousands, except per share data)
May 31, 2018
 
May 31, 2017
 
% Change
 
May 31, 2018
 
May 31, 2017
 
% Change
Revenue:
 
 
 
 
 
 
 
 
 
 
 
Software licenses
$
26,439

 
$
25,592

 
3
 %
 
$
51,782

 
$
49,914

 
4
 %
Maintenance and services
69,663

 
67,621

 
3
 %
 
138,367

 
134,269

 
3
 %
Total revenue
96,102

 
93,213

 
3
 %
 
190,149

 
184,183

 
3
 %
Costs of revenue:
 
 
 
 
 
 
 
 
 
 
 
Cost of software licenses
1,233

 
1,422

 
(13
)%
 
2,494

 
3,010

 
(17
)%
Cost of maintenance and services
9,511

 
11,262

 
(16
)%
 
19,335

 
21,754

 
(11
)%
Amortization of acquired intangibles
5,899

 
4,683

 
26
 %
 
11,717

 
8,361

 
40
 %
Total costs of revenue
16,643

 
17,367

 
(4
)%
 
33,546

 
33,125

 
1
 %
Gross profit
79,459

 
75,846

 
5
 %
 
156,603

 
151,058

 
4
 %
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Sales and marketing
21,658

 
21,236

 
2
 %
 
43,086

 
46,957

 
(8
)%
Product development
19,822

 
18,791

 
5
 %
 
40,067

 
36,125

 
11
 %
General and administrative
12,190

 
11,606

 
5
 %
 
23,452

 
22,174

 
6
 %
Amortization of acquired intangibles
3,318

 
3,223

 
3
 %
 
6,637

 
6,402

 
4
 %
Fees related to shareholder activist
214

 

 
*

 
1,472

 

 
*

Restructuring expense
426

 
662

 
(36
)%
 
2,247

 
17,801

 
(87
)%
Acquisition-related expenses
43

 
44

 
(2
)%
 
86

 
93

 
(8
)%
Total operating expenses
57,671

 
55,562

 
4
 %
 
117,047

 
129,552

 
(10
)%
Income from operations
21,788

 
20,284

 
7
 %
 
39,556

 
21,506

 
84
 %
Other (expense) income, net
(1,284
)
 
(1,552
)
 
17
 %
 
(2,869
)
 
(2,899
)
 
1
 %
Income before income taxes
20,504

 
18,732

 
9
 %
 
36,687

 
18,607

 
97
 %
Provision for income taxes
5,101

 
8,391

 
(39
)%
 
8,372

 
8,791

 
(5
)%
Net income
$
15,403

 
$
10,341

 
49
 %
 
$
28,315

 
$
9,816

 
188
 %
 
 
 
 
 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
 
 
 
 
Basic
$
0.34

 
$
0.21

 
62
 %
 
$
0.62

 
$
0.20

 
210
 %
Diluted
$
0.33

 
$
0.21

 
57
 %
 
$
0.61

 
$
0.20

 
205
 %
Weighted average shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
Basic
45,531

 
48,221

 
(6
)%
 
46,030

 
48,477

 
(5
)%
Diluted
46,087

 
48,490

 
(5
)%
 
46,781

 
48,762

 
(4
)%
 
 
 
 
 
 
 
 
 
 
 
 
Cash dividends declared per common share
$
0.140

 
$
0.125

 
12
 %
 
$
0.280

 
$
0.250

 
12
 %

Stock-based compensation is included in the condensed consolidated statements of operations, as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of revenue
$
269

 
$
294

 
(9
)%
 
$
515

 
$
551

 
(7
)%
Sales and marketing
995

 
200

 
398
 %
 
1,365

 
563

 
142
 %
Product development
1,984

 
1,158

 
71
 %
 
4,030

 
1,054

 
282
 %
General and administrative
2,332

 
1,981

 
18
 %
 
4,240

 
3,095

 
37
 %
Total
$
5,580

 
$
3,633

 
54
 %
 
$
10,150

 
$
5,263

 
93
 %

*Not meaningful

6



CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
(In thousands)
May 31,
2018
 
November 30,
2017
Assets
 
 
 
Current assets:
 
 
 
Cash, cash equivalents and short-term investments
$
144,200

 
$
183,609

Accounts receivable, net
42,577

 
61,210

Other current assets
13,844

 
18,588

Total current assets
200,621

 
263,407

Property and equipment, net
42,208

 
42,261

Goodwill and intangible assets, net
391,552

 
409,935

Other assets
2,592

 
3,115

Total assets
$
636,973

 
$
718,718

Liabilities and shareholders’ equity
 
 
 
Current liabilities:
 
 
 
Accounts payable and other current liabilities
$
53,842

 
$
69,661

Current portion of long-term debt, net
5,819

 
5,819

Short-term deferred revenue
135,202

 
132,538

Total current liabilities
194,863

 
208,018

Long-term deferred revenue
12,586

 
9,750

Long-term debt, net
113,180

 
116,090

Other long-term liabilities
7,207

 
8,776

Shareholders’ equity:
 
 
 
Common stock and additional paid-in capital
258,696

 
249,836

Retained earnings
50,441

 
126,248

Total shareholders’ equity
309,137

 
376,084

Total liabilities and shareholders’ equity
$
636,973

 
$
718,718




7


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)  
 
Three Months Ended
 
Six Months Ended
(In thousands)
May 31,
2018
 
May 31,
2017
 
May 31,
2018
 
May 31,
2017
Cash flows from operating activities:
 
 
 
 
 
 
 
Net income
$
15,403

 
$
10,341

 
$
28,315

 
$
9,816

Depreciation and amortization
11,331

 
10,490

 
22,633

 
19,848

Stock-based compensation
5,580

 
3,633

 
10,150

 
5,263

Other non-cash adjustments
(1,117
)
 
444

 
(1,251
)
 
4,571

Changes in operating assets and liabilities
10,932

 
(2,479
)
 
13,877

 
20,231

Net cash flows from operating activities
42,129

 
22,429

 
73,724

 
59,729

Capital expenditures
(1,810
)
 
(140
)
 
(3,196
)
 
(523
)
Repurchases of common stock, net of issuances
(42,798
)
 
(7,503
)
 
(85,329
)
 
(19,923
)
Dividend payments to shareholders
(6,482
)
 
(6,044
)
 
(13,101
)
 
(12,116
)
Payments for acquisitions, net of cash acquired

 
(28,270
)
 

 
(28,270
)
Payments of principal on long-term debt
(1,547
)
 
(3,750
)
 
(3,094
)
 
(7,500
)
Other
(12,789
)
 
4,168

 
(8,413
)
 
3,931

Net change in cash, cash equivalents and short-term investments
(23,297
)
 
(19,110
)
 
(39,409
)
 
(4,672
)
Cash, cash equivalents and short-term investments, beginning of period
167,497

 
264,192

 
183,609

 
249,754

Cash, cash equivalents and short-term investments, end of period
$
144,200

 
$
245,082

 
$
144,200

 
$
245,082




8


RESULTS OF OPERATIONS BY SEGMENT
(Unaudited)

 
Three Months Ended
 
Six Months Ended
(In thousands)
May 31, 2018
 
May 31, 2017
 
% Change
 
May 31, 2018
 
May 31, 2017
 
% Change
Segment revenue:
 
 
 
 
 
 
 
 
 
 
 
OpenEdge
$
69,967

 
$
65,890

 
6
 %
 
$
136,375

 
$
130,398

 
5
 %
Data Connectivity and Integration
5,788

 
7,096

 
(18
)%
 
13,392

 
13,924

 
(4
)%
Application Development and Deployment
20,347

 
20,227

 
1
 %
 
40,382

 
39,861

 
1
 %
Total revenue
96,102

 
93,213

 
3
 %
 
190,149

 
184,183

 
3
 %
Segment costs of revenue and operating expenses:
 
 
 
 

 
 
 
 
 
 
OpenEdge
15,013

 
16,287

 
(8
)%
 
30,775

 
34,164

 
(10
)%
Data Connectivity and Integration
1,674

 
2,069

 
(19
)%
 
3,303

 
4,331

 
(24
)%
Application Development and Deployment
6,199

 
5,991

 
3
 %
 
12,997

 
13,527

 
(4
)%
Total costs of revenue and operating expenses
22,886

 
24,347

 
(6
)%
 
47,075

 
52,022

 
(10
)%
Segment contribution margin:
 
 
 
 

 
 
 
 
 
 
OpenEdge
54,954

 
49,603

 
11
 %
 
105,600

 
96,234

 
10
 %
Data Connectivity and Integration
4,114

 
5,027

 
(18
)%
 
10,089

 
9,593

 
5
 %
Application Development and Deployment
14,148

 
14,236

 
(1
)%
 
27,385

 
26,334

 
4
 %
Total contribution margin
73,216

 
68,866

 
6
 %
 
143,074

 
132,161

 
8
 %
Other unallocated expenses (1)
51,428

 
48,582

 
6
 %
 
103,518

 
110,655

 
(6
)%
Income from operations
21,788

 
20,284

 
7
 %
 
39,556

 
21,506

 
84
 %
Other (expense) income, net
(1,284
)
 
(1,552
)
 
17
 %
 
(2,869
)
 
(2,899
)
 
1
 %
Income before income taxes
$
20,504

 
$
18,732

 
9
 %
 
$
36,687

 
$
18,607

 
97
 %
 
 
 
 
 
 
 
 
 
 
 
 
(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: certain product development and corporate sales and marketing expenses, customer support, administration, amortization of acquired intangibles, stock-based compensation, fees related to shareholder activist, restructuring, and acquisition-related expenses.

9


SUPPLEMENTAL INFORMATION
(Unaudited)

Revenue by Type
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q2 2017
 
Q3 2017
 
Q4 2017
 
Q1 2018
 
Q2 2018
Software licenses
$
25,592

 
$
28,529

 
$
45,963

 
$
25,343

 
$
26,439

Maintenance
59,898

 
60,536

 
61,826

 
61,479

 
62,323

Services
7,723

 
8,245

 
8,290

 
7,225

 
7,340

Total revenue
$
93,213

 
$
97,310

 
$
116,079

 
$
94,047

 
$
96,102

 
 
 
 
 
 
 
 
 
 
Revenue by Region
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q2 2017
 
Q3 2017
 
Q4 2017
 
Q1 2018
 
Q2 2018
North America
$
51,430

 
$
55,703

 
$
66,504

 
$
51,641

 
$
50,823

EMEA
30,646

 
31,830

 
38,039

 
33,014

 
35,333

Latin America
5,637

 
5,009

 
5,489

 
4,461

 
4,256

Asia Pacific
5,500

 
4,768

 
6,047

 
4,931

 
5,690

Total revenue
$
93,213

 
$
97,310

 
$
116,079

 
$
94,047

 
$
96,102

 
 
 
 
 
 
 
 
 
 
Revenue by Segment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q2 2017
 
Q3 2017
 
Q4 2017
 
Q1 2018
 
Q2 2018
OpenEdge
$
65,890

 
$
68,135

 
$
77,639

 
$
66,408

 
$
69,967

Data Connectivity and Integration
7,096

 
8,987

 
18,044

 
7,604

 
5,788

Application Development and Deployment
20,227

 
20,188

 
20,396

 
20,035

 
20,347

Total revenue
$
93,213

 
$
97,310

 
$
116,079

 
$
94,047

 
$
96,102













10


RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES
(Unaudited)
 
Three Months Ended
 
% Change
(In thousands, except per share data)
May 31, 2018
 
May 31, 2017
 
Non-GAAP
Adjusted revenue:
 
 
 
 
 
 
 
 
 
GAAP revenue
$
96,102

 
 
 
$
93,213

 
 
 
 
Acquisition-related revenue (1)
110

 
 
 
214

 
 
 
 
Non-GAAP revenue
$
96,212

 
100
 %
 
$
93,427

 
100
 %
 
3
 %
 
 
 
 
 
 
 
 
 
 
Adjusted gross margin:
 
 
 
 
 
 
 
 
 
GAAP gross margin
$
79,459

 
83
 %
 
$
75,846

 
81
 %
 
 
Amortization of acquired intangibles
5,899

 
6
 %
 
4,683

 
6
 %
 
 
Stock-based compensation
269

 
 %
 
294

 
 %
 
 
Acquisition-related revenue (1)
110

 
 %
 
214

 
 %
 
 
Non-GAAP gross margin
$
85,737

 
89
 %
 
$
81,037

 
87
 %
 
6
 %
 
 
 
 
 
 
 
 
 
 
Adjusted operating expenses:
 
 
 
 
 
 
 
 
 
GAAP operating expenses
$
57,671

 
60
 %
 
$
55,562

 
60
 %
 
 
Amortization of acquired intangibles
(3,318
)
 
(3
)%
 
(3,223
)
 
(3
)%
 
 
Fees related to shareholder activist
(214
)
 
 %
 

 
 %
 
 
Restructuring expenses and other
(426
)
 
(1
)%
 
(498
)
 
(1
)%
 
 
Acquisition-related expenses
(43
)
 
 %
 
(44
)
 
 %
 
 
Stock-based compensation
(5,311
)
 
(6
)%
 
(3,339
)
 
(4
)%
 
 
Non-GAAP operating expenses
$
48,359

 
50
 %
 
$
48,458

 
52
 %
 
 %
 
 
 
 
 
 
 
 
 
 
Adjusted income from operations:
 
 
 
 
 
 
 
 
 
GAAP income from operations
$
21,788

 
23
 %
 
$
20,284

 
22
 %
 
 
Amortization of acquired intangibles
9,217

 
10
 %
 
7,906

 
8
 %
 
 
Fees related to shareholder activist
214

 
 %
 

 
 %
 
 
Restructuring expenses and other
426

 
 %
 
498

 
1
 %
 
 
Stock-based compensation
5,580

 
6
 %
 
3,633

 
4
 %
 
 
Acquisition-related
153

 
 %
 
258

 
 %
 
 
Non-GAAP income from operations
$
37,378

 
39
 %
 
$
32,579

 
35
 %
 
15
 %
 
 
 
 
 
 
 
 
 
 
Adjusted diluted earnings per share:
 
 
 
 
 
 
 
 
 
GAAP diluted earnings per share
$
0.33

 
 
 
$
0.21

 
 
 
 
Amortization of acquired intangibles
0.20

 
 
 
0.16

 
 
 
 
Fees related to shareholder activist

 
 
 

 
 
 
 
Restructuring expenses and other
0.01

 
 
 
0.01

 
 
 
 
Stock-based compensation
0.13

 
 
 
0.07

 
 
 
 
Acquisition-related

 
 
 
0.01

 
 
 
 
Provision for income taxes
(0.07
)
 
 
 
(0.04
)
 
 
 
 
Non-GAAP diluted earnings per share
$
0.60

 
 
 
$
0.42

 
 
 
43
 %
 
 
 
 
 
 
 
 
 
 
Non-GAAP weighted avg shares outstanding - diluted
46,087

 
 
 
48,490

 
 
 
(5
)%
 
 
 
 
 
 
 
 
 
 
(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.

11


RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES
(Unaudited)
 
Six Months Ended
 
% Change
(In thousands, except per share data)
May 31, 2018
 
May 31, 2017
 
Non-GAAP
Adjusted revenue:
 
 
 
 
 
 
 
 
 
GAAP revenue
$
190,149

 
 
 
$
184,183

 
 
 
 
Acquisition-related revenue (1)
257

 
 
 
446

 
 
 
 
Non-GAAP revenue
$
190,406

 
100
 %
 
$
184,629

 
100
 %
 
3
 %
 
 
 
 
 
 
 
 
 
 
Adjusted gross margin:
 
 
 
 
 
 
 
 
 
GAAP gross margin
$
156,603

 
82
 %
 
$
151,058

 
82
 %
 
 
Amortization of acquired intangibles
11,717

 
6
 %
 
8,361

 
5
 %
 
 
Stock-based compensation
515

 
1
 %
 
551

 
 %
 
 
Acquisition-related revenue (1)
257

 
 %
 
446

 
 %
 
 
Non-GAAP gross margin
$
169,092

 
89
 %
 
$
160,416

 
87
 %
 
5
 %
 
 
 
 
 
 
 
 
 
 
Adjusted operating expenses:
 
 
 
 
 
 
 
 
 
GAAP operating expenses
$
117,047

 
62
 %
 
$
129,552

 
70
 %
 
 
Amortization of acquired intangibles
(6,637
)
 
(3
)%
 
(6,402
)
 
(3
)%
 
 
Fees related to shareholder activist
(1,472
)
 
(1
)%
 

 
 %
 
 
Restructuring expenses and other
(2,247
)
 
(2
)%
 
(17,637
)
 
(10
)%
 
 
Acquisition-related expenses
(86
)
 
 %
 
(93
)
 
 %
 
 
Stock-based compensation
(9,635
)
 
(5
)%
 
(4,712
)
 
(2
)%
 
 
Non-GAAP operating expenses
$
96,970

 
51
 %
 
$
100,708

 
55
 %
 
(4
)%
 
 
 
 
 
 
 
 
 
 
Adjusted income from operations:
 
 
 
 
 
 
 
 
 
GAAP income from operations
$
39,556

 
21
 %
 
$
21,506

 
12
 %
 
 
Amortization of acquired intangibles
18,354

 
10
 %
 
14,763

 
8
 %
 
 
Fees related to shareholder activist
1,472

 
1
 %
 

 
 %
 
 
Restructuring expenses and other
2,247

 
1
 %
 
17,637

 
9
 %
 
 
Stock-based compensation
10,150

 
5
 %
 
5,263

 
3
 %
 
 
Acquisition-related
343

 
 %
 
539

 
 %
 
 
Non-GAAP income from operations
$
72,122

 
38
 %
 
$
59,708

 
32
 %
 
21
 %
 
 
 
 
 
 
 
 
 
 
Adjusted diluted earnings per share:
 
 
 
 
 
 
 
 
 
GAAP diluted earnings per share
$
0.61

 
 
 
$
0.20

 
 
 
 
Amortization of acquired intangibles
0.39

 
 
 
0.30

 
 
 
 
Fees related to shareholder activist
0.03

 
 
 

 
 
 
 
Restructuring expenses and other
0.05

 
 
 
0.36

 
 
 
 
Stock-based compensation
0.21

 
 
 
0.11

 
 
 
 
Acquisition-related
0.01

 
 
 
0.01

 
 
 
 
Provision for income taxes
(0.16
)
 
 
 
(0.21
)
 
 
 
 
Non-GAAP diluted earnings per share
$
1.14

 
 
 
$
0.77

 
 
 
48
 %
 
 
 
 
 
 
 
 
 
 
Non-GAAP weighted avg shares outstanding - diluted
46,781

 
 
 
48,762

 
 
 
(4
)%
 
 
 
 
 
 
 
 
 
 
(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.

12


OTHER NON-GAAP FINANCIAL MEASURES
(Unaudited)

Revenue by Type
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q2 2018
 
Non-GAAP Adjustment (1)
 
Non-GAAP Revenue
Software licenses
$
26,439

 
$
18

 
$
26,457

Maintenance
62,323

 
43

 
62,366

Services
7,340

 
49

 
7,389

Total revenue
$
96,102

 
$
110

 
$
96,212

 
 
 
 
 
 
Revenue by Region
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q2 2018
 
Non-GAAP Adjustment (1)
 
Non-GAAP Revenue
North America
$
50,823

 
$
110

 
$
50,933

EMEA
35,333

 

 
35,333

Latin America
4,256

 

 
4,256

Asia Pacific
5,690

 

 
5,690

Total revenue
$
96,102

 
$
110

 
$
96,212

 
 
 
 
 
 
Revenue by Segment
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q2 2018
 
Non-GAAP Adjustment (1)
 
Non-GAAP Revenue
OpenEdge
$
69,967

 
$
49

 
$
70,016

Data Connectivity and Integration
5,788

 

 
5,788

Application Development and Deployment
20,347

 
61

 
20,408

Total revenue
$
96,102

 
$
110

 
$
96,212

 
 
 
 
 
 
(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)
Q2 2018
 
Q2 2017
 
% Change
Cash flows from operations
$
42,129

 
$
22,429

 
88
 %
Purchases of property and equipment
(1,810
)
 
(140
)
 
1,193
 %
Free cash flow
40,319

 
22,289

 
81
 %
Add back: restructuring payments
2,442

 
5,566

 
(56
)%
Adjusted free cash flow
$
42,761

 
$
27,855

 
54
 %

13


OTHER NON-GAAP FINANCIAL MEASURES
(Unaudited)

Revenue by Type
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
YTD 2018
 
Non-GAAP Adjustment (1)
 
Non-GAAP Revenue
Software licenses
$
51,782

 
$
37

 
$
51,819

Maintenance
123,802

 
89

 
123,891

Services
14,565

 
131

 
14,696

Total revenue
$
190,149

 
$
257

 
$
190,406

 
 
 
 
 
 
Revenue by Region
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
YTD 2018
 
Non-GAAP Adjustment (1)
 
Non-GAAP Revenue
North America
$
102,464

 
$
257

 
$
102,721

EMEA
68,347

 

 
68,347

Latin America
8,717

 

 
8,717

Asia Pacific
10,621

 

 
10,621

Total revenue
$
190,149

 
$
257

 
$
190,406

 
 
 
 
 
 
Revenue by Segment
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
YTD 2018
 
Non-GAAP Adjustment (1)
 
Non-GAAP Revenue
OpenEdge
$
136,375

 
$
131

 
$
136,506

Data Connectivity and Integration
13,392

 

 
13,392

Application Development and Deployment
40,382

 
126

 
40,508

Total revenue
$
190,149

 
$
257

 
$
190,406

 
 
 
 
 
 
(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 2018
 
YTD Q2 2017
 
% Change
Cash flows from operations
$
73,724

 
$
59,729

 
23
 %
Purchases of property and equipment
(3,196
)
 
(523
)
 
511
 %
Free cash flow
70,528

 
59,206

 
19
 %
Add back: restructuring payments
5,181

 
11,630

 
(55
)%
Adjusted free cash flow
$
75,709

 
$
70,836

 
7
 %


14


Non-GAAP Bookings from Application Development and Deployment Segment
(Unaudited)

(In thousands)
Q1 2017
 
Q2 2017
 
Q3 2017
 
Q4 2017
 
FY 2017
 
Q1 2018
 
Q2 2018
GAAP revenue
$
19,634

 
$
20,227

 
$
20,188

 
$
20,396

 
$
80,445

 
$
20,035

 
$
20,347

Add: change in deferred revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
52,971

 
51,298

 
52,400

 
52,615

 
52,971

 
53,794

 
52,927

Ending balance
51,298

 
52,400

 
52,615

 
53,794

 
53,794

 
52,927

 
51,978

Change in deferred revenue
(1,673
)
 
1,102

 
215

 
1,179

 
823

 
(867
)
 
(949
)
Non-GAAP bookings
$
17,961

 
$
21,329

 
$
20,403

 
$
21,575

 
$
81,268

 
$
19,168

 
$
19,398



15


RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2018 GUIDANCE
(Unaudited)
Fiscal Year 2018 Revenue Guidance
 
Fiscal Year Ended
 
Fiscal Year Ending
 
November 30, 2017
 
November 30, 2018
(In millions)
 
 
Low
 
% Change
 
High
 
% Change
GAAP revenue
$
397.6

 
$
398.3

 
 %
 
$
403.7

 
2
 %
Acquisition-related adjustments - revenue (1)
1.0

 
0.3

 
(70
)%
 
0.3

 
(70
)%
Non-GAAP revenue
$
398.6

 
$
398.6

 
 %
 
$
404.0

 
1
 %
 
 
 
 
 
 
 
 
 
 
(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 2018 Non-GAAP Operating Margin Guidance
 
Fiscal Year Ending November 30, 2018
(In millions)
Low
 
High
GAAP income from operations
$
89.6

 
$
93.1

GAAP operating margins
22
%
 
23
%
Acquisition-related revenue
0.3

 
0.3

Acquisition-related expense
0.2

 
0.2

Restructuring expense
3.0

 
2.2

Stock-based compensation
21.0

 
21.0

Amortization of intangibles
36.0

 
36.0

Fees related to shareholder activist
1.5

 
1.5

Total adjustments
62.0

 
61.2

Non-GAAP income from operations
$
151.6

 
$
154.3

Non-GAAP operating margin
38
%
 
38
%
Fiscal Year 2018 Non-GAAP Earnings per Share and Effective Tax Rate Guidance
 
Fiscal Year Ending November 30, 2018
(In millions, except per share data)
Low
 
High
GAAP net income
$
61.8

 
$
64.4

Adjustments (from previous table)
62.0

 
61.2

Income tax adjustment (2)
(10.3
)
 
(10.0
)
Non-GAAP net income
$
113.5

 
$
115.6

 
 
 
 
GAAP diluted earnings per share
$
1.33

 
$
1.39

Non-GAAP diluted earnings per share
$
2.45

 
$
2.50

 
 
 
 
Diluted weighted average shares outstanding
46.3

 
46.3

 
 
 
 
(2) Tax adjustment is based on a non-GAAP effective tax rate of approximately 22% for Low and High, calculated as follows:
Non-GAAP income from operations
$
151.6

 
$
154.3

Other (expense) income
(6.1
)
 
(6.1
)
Non-GAAP income from continuing operations before income taxes
145.5

 
148.2

Non-GAAP net income
113.5

 
115.6

Tax provision
$
32.0

 
$
32.6

Non-GAAP tax rate
22
%
 
22
%

16


RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2018 GUIDANCE
(Unaudited)

Fiscal Year 2018 Adjusted Free Cash Flow Guidance
 
Fiscal Year Ending November 30, 2018
(In millions)
Low
 
High
Cash flows from operations (GAAP)
$
120

 
$
126

Purchases of property and equipment
(7
)
 
(7
)
Add back: restructuring payments
7

 
6

Adjusted free cash flow (non-GAAP)
$
120

 
$
125



17


RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q3 2018 GUIDANCE
(Unaudited)

Q3 2018 Revenue Guidance
 
Three Months Ended
 
Three Months Ending
 
August 31, 2017
 
August 31, 2018
(In millions)
 
 
Low
 
% Change
 
High
 
% Change
GAAP revenue
$
97.3

 
$
94.9

 
(2
)%
 
$
96.9

 
 %
Acquisition-related adjustments - revenue (1)
0.3

 
0.1

 
(67
)%
 
0.1

 
(67
)%
Non-GAAP revenue
$
97.6

 
$
95.0

 
(3
)%
 
$
97.0

 
(1
)%
 
 
 
 
 
 
 
 
 
 
(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.


Q3 2018 Non-GAAP Earnings per Share Guidance
 
Three Months Ending August 31, 2018
 
Low
 
High
GAAP diluted earnings per share
$
0.30

 
$
0.33

Restructuring expense
0.01

 

Stock-based compensation
0.11

 
0.11

Amortization of intangibles
0.19

 
0.19

Total adjustments
0.31

 
0.30

Income tax adjustment
(0.05
)
 
(0.05
)
Non-GAAP diluted earnings per share
$
0.56

 
$
0.58




18