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, 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:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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





Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition

On September 27, 2018, Progress Software Corporation ("Progress") issued a press release announcing its financial results for the fiscal third quarter ended August 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:
September 27, 2018
Progress Software Corporation
 
 
 
 
 
 
By:
/s/ PAUL A. JALBERT
 
 
 
Paul A. Jalbert
 
 
 
Chief Financial Officer




Exhibit
https://cdn.kscope.io/76111069c4c2ba1eaaa93ffaa46eb5ce-newprogresslogoa11.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 2018 Third Quarter Results, Announces 11% Dividend Increase

Solid Revenue and EPS Performance, Generates Strong Cash Flows


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

Revenue was $95.7 million during the quarter compared to $97.3 million in the same quarter last year, a year-over-year decrease of 2% on an actual currency basis, and 1% on a constant currency basis. On a non-GAAP basis, revenue was $95.8 million during the quarter compared to $97.6 million in the same quarter last year, a decrease of 2% on an actual currency basis, and 1% on a constant currency basis.

On a GAAP basis, diluted earnings per share was $0.37 compared to $0.23 in the same quarter last year, an increase of 61%. On a non-GAAP basis, diluted earnings per share was $0.60 compared to $0.48 in the same quarter last year, an increase of 25%.

“We are pleased with our Q3 and year-to-date performance, and with the growing interest and pipelines we are seeing for our new initiatives” said Yogesh Gupta, CEO at Progress. "We continue to make the investments we need to further strengthen our business and support our long-term success, while maintaining best-in-class operating margins.”

Additional financial highlights included:

 
Three Months Ended
 
GAAP
 
Non-GAAP
(In thousands, except percentages and per share amounts)
August 31, 2018
 
August 31, 2017
 
% Change
 
August 31, 2018
 
August 31, 2017
 
% Change
Revenue
$
95,683

 
$
97,310

 
(2
)%
 
$
95,794

 
$
97,623

 
(2
)%
Income from operations
22,183

 
20,299

 
9
 %
 
35,865

 
35,669

 
1
 %
Operating margin
23
%
 
21
%
 
10
 %
 
37
%
 
37
%
 
 %
Net income
16,746

 
11,172

 
50
 %
 
27,168

 
23,043

 
18
 %
Diluted earnings per share
0.37

 
0.23

 
61
 %
 
0.60

 
0.48

 
25
 %
Cash from operations (GAAP) /Adjusted free cash flow (Non-GAAP)
$
23,301

 
$
13,442

 
73
 %
 
$
21,272

 
$
18,341

 
16
 %

Paul Jalbert, CFO, said: “We had a solid revenue and EPS performance in Q3, and our continued strong cash flows enabled us to increase our dividend, and return over $25 million of capital to shareholders during the quarter. We remain focused on running lean operationally, and maintaining healthy operating margins.”


1


Other fiscal third quarter 2018 metrics and recent results included:

Cash, cash equivalents and short-term investments were $137.9 million at the end of the quarter;
DSO was 43 days compared to 48 days in the fiscal third quarter of 2017, and 40 days in the fiscal second quarter of 2018;
Pursuant to the $250 million share authorization by the Board of Directors, Progress repurchased 0.5 million shares for $20.0 million during the fiscal third quarter of 2018. As of August 31, 2018, there was $110.0 million remaining under this authorization; and
On September 21, 2018, our Board of Directors declared a quarterly dividend of $0.155 per share of common stock that will be paid on December 17, 2018 to shareholders of record as of the close of business on December 3, 2018. This represents an increase of 11% to the Company's quarterly dividend.

2018 Business Outlook

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

(In millions, except percentages and per share amounts)
FY 2018
GAAP
 
FY 2018
Non-GAAP
 
Q4 2018
GAAP
 
Q4 2018
Non-GAAP
Revenue
$393 - $396

 
$393 - $396

 
$107 - $110
 
$107 - $110
Diluted earnings per share
$1.41 - $1.44

 
$2.45 - $2.48

 
$0.44 - $0.48
 
$0.71 - $0.74
Operating margin
23%

 
38%

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

 
$120 - $125

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

“While I’m disappointed in our moderated revenue outlook for the year, our business remains solid, led by the consistent performance of our OpenEdge ISVs”, said Mr. Gupta. “I’m confident in our strategy, and in our ability to take advantage of the opportunities we see in modern application development."

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 $3.2 million on GAAP and non-GAAP revenue, and $0.01 on GAAP and non-GAAP diluted earnings per share. The expected negative currency translation impact on Progress' fiscal Q4 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 approximately $1.3 million and $0.01, respectively. 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 third quarter of 2018 will be broadcast live at 5:00 p.m. ET on Thursday, September 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 1-888-259-8544, pass code 8650705. 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,

2


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, 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

3


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 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
 
Nine Months Ended
(In thousands, except per share data)
August 31, 2018
 
August 31, 2017
 
% Change
 
August 31, 2018
 
August 31, 2017
 
% Change
Revenue:
 
 
 
 
 
 
 
 
 
 
 
Software licenses
$
27,204

 
$
28,529

 
(5
)%
 
$
78,986

 
$
78,443

 
1
 %
Maintenance and services
68,479

 
68,781

 
 %
 
206,846

 
203,050

 
2
 %
Total revenue
95,683

 
97,310

 
(2
)%
 
285,832

 
281,493

 
2
 %
Costs of revenue:
 
 
 
 
 
 
 
 
 
 
 
Cost of software licenses
1,077

 
1,337

 
(19
)%
 
3,571

 
4,347

 
(18
)%
Cost of maintenance and services
10,110

 
10,970

 
(8
)%
 
29,445

 
32,724

 
(10
)%
Amortization of acquired intangibles
5,509

 
5,768

 
(4
)%
 
17,226

 
14,129

 
22
 %
Total costs of revenue
16,696

 
18,075

 
(8
)%
 
50,242

 
51,200

 
(2
)%
Gross profit
78,987

 
79,235

 
 %
 
235,590

 
230,293

 
2
 %
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Sales and marketing
21,752

 
23,159

 
(6
)%
 
64,838

 
70,116

 
(8
)%
Product development
19,338

 
19,620

 
(1
)%
 
59,405

 
55,745

 
7
 %
General and administrative
12,218

 
11,164

 
9
 %
 
35,670

 
33,338

 
7
 %
Amortization of acquired intangibles
3,319

 
3,319

 
 %
 
9,956

 
9,721

 
2
 %
Fees related to shareholder activist

 

 
*

 
1,472

 

 
*

Restructuring expense
135

 
923

 
(85
)%
 
2,382

 
18,724

 
(87
)%
Acquisition-related expenses
42

 
751

 
(94
)%
 
128

 
844

 
(85
)%
Total operating expenses
56,804

 
58,936

 
(4
)%
 
173,851

 
188,488

 
(8
)%
Income from operations
22,183

 
20,299

 
9
 %
 
61,739

 
41,805

 
48
 %
Other (expense) income, net
(1,961
)
 
(1,400
)
 
(40
)%
 
(4,830
)
 
(4,299
)
 
(12
)%
Income before income taxes
20,222

 
18,899

 
7
 %
 
56,909

 
37,506

 
52
 %
Provision for income taxes
3,476

 
7,727

 
(55
)%
 
11,848

 
16,518

 
(28
)%
Net income
$
16,746

 
$
11,172

 
50
 %
 
$
45,061

 
$
20,988

 
115
 %
 
 
 
 
 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
 
 
 
 
Basic
$
0.37

 
$
0.23

 
61
 %
 
$
0.99

 
$
0.43

 
130
 %
Diluted
$
0.37

 
$
0.23

 
61
 %
 
$
0.97

 
$
0.43

 
126
 %
Weighted average shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
Basic
45,130

 
48,071

 
(6
)%
 
45,730

 
48,342

 
(5
)%
Diluted
45,576

 
48,370

 
(6
)%
 
46,380

 
48,631

 
(5
)%
 
 
 
 
 
 
 
 
 
 
 
 
Cash dividends declared per common share
$
0.140

 
$
0.125

 
12
 %
 
$
0.420

 
$
0.375

 
12
 %

Stock-based compensation is included in the condensed consolidated statements of operations, as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of revenue
$
(96
)
 
$
239

 
(140
)%
 
$
419

 
$
790

 
(47
)%
Sales and marketing
762

 
808

 
(6
)%
 
2,127

 
1,371

 
55
 %
Product development
1,744

 
1,645

 
6
 %
 
5,774

 
2,699

 
114
 %
General and administrative
2,156

 
1,604

 
34
 %
 
6,396

 
4,699

 
36
 %
Total
$
4,566

 
$
4,296

 
6
 %
 
$
14,716

 
$
9,559

 
54
 %

*Not meaningful

6



CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
(In thousands)
August 31,
2018
 
November 30,
2017
Assets
 
 
 
Current assets:
 
 
 
Cash, cash equivalents and short-term investments
$
137,881

 
$
183,609

Accounts receivable, net
45,817

 
61,210

Other current assets
13,696

 
18,588

Total current assets
197,394

 
263,407

Property and equipment, net
42,689

 
42,261

Goodwill and intangible assets, net
382,663

 
409,935

Other assets
2,686

 
3,115

Total assets
$
625,432

 
$
718,718

Liabilities and shareholders’ equity
 
 
 
Current liabilities:
 
 
 
Accounts payable and other current liabilities
$
50,544

 
$
69,661

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

 
5,819

Short-term deferred revenue
131,854

 
132,538

Total current liabilities
188,217

 
208,018

Long-term deferred revenue
12,975

 
9,750

Long-term debt, net
111,725

 
116,090

Other long-term liabilities
7,043

 
8,776

Shareholders’ equity:
 
 
 
Common stock and additional paid-in capital
263,255

 
249,836

Retained earnings
42,217

 
126,248

Total shareholders’ equity
305,472

 
376,084

Total liabilities and shareholders’ equity
$
625,432

 
$
718,718




7


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)  
 
Three Months Ended
 
Nine Months Ended
(In thousands)
August 31,
2018
 
August 31,
2017
 
August 31,
2018
 
August 31,
2017
Cash flows from operating activities:
 
 
 
 
 
 
 
Net income
$
16,746

 
$
11,172

 
$
45,061

 
$
20,988

Depreciation and amortization
11,014

 
11,476

 
33,647

 
31,324

Stock-based compensation
4,566

 
4,296

 
14,716

 
9,559

Other non-cash adjustments
105

 
(1,217
)
 
(1,146
)
 
3,354

Changes in operating assets and liabilities
(9,130
)
 
(12,285
)
 
4,747

 
7,946

Net cash flows from operating activities
23,301

 
13,442

 
97,025

 
73,171

Capital expenditures
(2,772
)
 
(342
)
 
(5,968
)
 
(865
)
Repurchases of common stock, net of issuances
(16,728
)
 
(16,768
)
 
(102,057
)
 
(36,691
)
Dividend payments to shareholders
(6,371
)
 
(6,035
)
 
(19,472
)
 
(18,151
)
Payments for acquisitions, net of cash acquired

 
(48,879
)
 

 
(77,149
)
Payments of principal on long-term debt
(1,547
)
 
(3,750
)
 
(4,641
)
 
(11,250
)
Other
(2,202
)
 
8,566

 
(10,615
)
 
12,497

Net change in cash, cash equivalents and short-term investments
(6,319
)
 
(53,766
)
 
(45,728
)
 
(58,438
)
Cash, cash equivalents and short-term investments, beginning of period
144,200

 
245,082

 
183,609

 
249,754

Cash, cash equivalents and short-term investments, end of period
$
137,881

 
$
191,316

 
$
137,881

 
$
191,316




8


RESULTS OF OPERATIONS BY SEGMENT
(Unaudited)

 
Three Months Ended
 
Nine Months Ended
(In thousands)
August 31, 2018
 
August 31, 2017
 
% Change
 
August 31, 2018
 
August 31, 2017
 
% Change
Segment revenue:
 
 
 
 
 
 
 
 
 
 
 
OpenEdge
$
68,029

 
$
68,135

 
 %
 
$
204,404

 
$
198,533

 
3
 %
Data Connectivity and Integration
7,597

 
8,987

 
(15
)%
 
20,989

 
22,911

 
(8
)%
Application Development and Deployment
20,057

 
20,188

 
(1
)%
 
60,439

 
60,049

 
1
 %
Total revenue
95,683

 
97,310

 
(2
)%
 
285,832

 
281,493

 
2
 %
Segment costs of revenue and operating expenses:
 
 
 
 

 
 
 
 
 
 
OpenEdge
16,419

 
18,374

 
(11
)%
 
47,194

 
52,538

 
(10
)%
Data Connectivity and Integration
1,520

 
2,200

 
(31
)%
 
4,823

 
6,531

 
(26
)%
Application Development and Deployment
7,071

 
6,369

 
11
 %
 
20,068

 
19,896

 
1
 %
Total costs of revenue and operating expenses
25,010

 
26,943

 
(7
)%
 
72,085

 
78,965

 
(9
)%
Segment contribution margin:
 
 
 
 

 
 
 
 
 
 
OpenEdge
51,610

 
49,761

 
4
 %
 
157,210

 
145,995

 
8
 %
Data Connectivity and Integration
6,077

 
6,787

 
(10
)%
 
16,166

 
16,380

 
(1
)%
Application Development and Deployment
12,986

 
13,819

 
(6
)%
 
40,371

 
40,153

 
1
 %
Total contribution margin
70,673

 
70,367

 
 %
 
213,747

 
202,528

 
6
 %
Other unallocated expenses (1)
48,490

 
50,068

 
(3
)%
 
152,008

 
160,723

 
(5
)%
Income from operations
22,183

 
20,299

 
9
 %
 
61,739

 
41,805

 
48
 %
Other (expense) income, net
(1,961
)
 
(1,400
)
 
(40
)%
 
(4,830
)
 
(4,299
)
 
(12
)%
Income before income taxes
$
20,222

 
$
18,899

 
7
 %
 
$
56,909

 
$
37,506

 
52
 %
 
 
 
 
 
 
 
 
 
 
 
 
(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)
Q3 2017
 
Q4 2017
 
Q1 2018
 
Q2 2018
 
Q3 2018
Software licenses
$
28,529

 
$
45,963

 
$
25,343

 
$
26,439

 
$
27,204

Maintenance
60,536

 
61,826

 
61,479

 
62,323

 
60,566

Services
8,245

 
8,290

 
7,225

 
7,340

 
7,913

Total revenue
$
97,310

 
$
116,079

 
$
94,047

 
$
96,102

 
$
95,683

 
 
 
 
 
 
 
 
 
 
Revenue by Region
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q3 2017
 
Q4 2017
 
Q1 2018
 
Q2 2018
 
Q3 2018
North America
$
55,703

 
$
66,504

 
$
51,641

 
$
50,823

 
$
52,212

EMEA
31,830

 
38,039

 
33,014

 
35,333

 
33,422

Latin America
5,009

 
5,489

 
4,461

 
4,256

 
4,341

Asia Pacific
4,768

 
6,047

 
4,931

 
5,690

 
5,708

Total revenue
$
97,310

 
$
116,079

 
$
94,047

 
$
96,102

 
$
95,683

 
 
 
 
 
 
 
 
 
 
Revenue by Segment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q3 2017
 
Q4 2017
 
Q1 2018
 
Q2 2018
 
Q3 2018
OpenEdge
$
68,135

 
$
77,639

 
$
66,408

 
$
69,967

 
$
68,029

Data Connectivity and Integration
8,987

 
18,044

 
7,604

 
5,788

 
7,597

Application Development and Deployment
20,188

 
20,396

 
20,035

 
20,347

 
20,057

Total revenue
$
97,310

 
$
116,079

 
$
94,047

 
$
96,102

 
$
95,683













10


RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES - QTD
(Unaudited)
 
Three Months Ended
 
% Change
(In thousands, except per share data)
August 31, 2018
 
August 31, 2017
 
Non-GAAP
Adjusted revenue:
 
 
 
 
 
 
 
 
 
GAAP revenue
$
95,683

 
 
 
$
97,310

 
 
 
 
Acquisition-related revenue (1)
111

 
 
 
313

 
 
 
 
Non-GAAP revenue
$
95,794

 
100
 %
 
$
97,623

 
100
 %
 
(2
)%
 
 
 
 
 
 
 
 
 
 
Adjusted gross margin:
 
 
 
 
 
 
 
 
 
GAAP gross margin
$
78,987

 
83
 %
 
$
79,235

 
81
 %
 
 
Amortization of acquired intangibles
5,509

 
5
 %
 
5,768

 
7
 %
 
 
Stock-based compensation
(96
)
 
 %
 
239

 
 %
 
 
Acquisition-related revenue (1)
111

 
 %
 
313

 
 %
 
 
Non-GAAP gross margin
$
84,511

 
88
 %
 
$
85,555

 
88
 %
 
(1
)%
 
 
 
 
 
 
 
 
 
 
Adjusted operating expenses:
 
 
 
 
 
 
 
 
 
GAAP operating expenses
$
56,804

 
59
 %
 
$
58,936

 
61
 %
 
 
Amortization of acquired intangibles
(3,319
)
 
(3
)%
 
(3,319
)
 
(3
)%
 
 
Restructuring expenses and other
(135
)
 
 %
 
(923
)
 
(1
)%
 
 
Acquisition-related expenses
(42
)
 
 %
 
(751
)
 
(1
)%
 
 
Stock-based compensation
(4,662
)
 
(5
)%
 
(4,057
)
 
(5
)%
 
 
Non-GAAP operating expenses
$
48,646

 
51
 %
 
$
49,886

 
51
 %
 
(2
)%
 
 
 
 
 
 
 
 
 
 
Adjusted income from operations:
 
 
 
 
 
 
 
 
 
GAAP income from operations
$
22,183

 
23
 %
 
$
20,299

 
21
 %
 
 
Amortization of acquired intangibles
8,828

 
9
 %
 
9,087

 
10
 %
 
 
Restructuring expenses and other
135

 
 %
 
923

 
1
 %
 
 
Stock-based compensation
4,566

 
5
 %
 
4,296

 
4
 %
 
 
Acquisition-related
153

 
 %
 
1,064

 
1
 %
 
 
Non-GAAP income from operations
$
35,865

 
37
 %
 
$
35,669

 
37
 %
 
1
 %
 
 
 
 
 
 
 
 
 
 
Adjusted diluted earnings per share:
 
 
 
 
 
 
 
 
 
GAAP diluted earnings per share
$
0.37

 
 
 
$
0.23

 
 
 
 
Amortization of acquired intangibles
0.20

 
 
 
0.19

 
 
 
 
Restructuring expenses and other

 
 
 
0.02

 
 
 
 
Stock-based compensation
0.10

 
 
 
0.09

 
 
 
 
Acquisition-related

 
 
 
0.02

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

 
 
 
$
0.48

 
 
 
25
 %
 
 
 
 
 
 
 
 
 
 
Non-GAAP weighted avg shares outstanding - diluted
45,576

 
 
 
48,370

 
 
 
(6
)%
 
 
 
 
 
 
 
 
 
 
(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 - YTD
(Unaudited)
 
Nine Months Ended
 
% Change
(In thousands, except per share data)
August 31, 2018
 
August 31, 2017
 
Non-GAAP
Adjusted revenue:
 
 
 
 
 
 
 
 
 
GAAP revenue
$
285,832

 
 
 
$
281,493

 
 
 
 
Acquisition-related revenue (1)
368

 
 
 
759

 
 
 
 
Non-GAAP revenue
$
286,200

 
100
 %
 
$
282,252

 
100
 %
 
1
 %
 
 
 
 
 
 
 
 
 
 
Adjusted gross margin:
 
 
 
 
 
 
 
 
 
GAAP gross margin
$
235,590

 
82
 %
 
$
230,293

 
82
 %
 
 
Amortization of acquired intangibles
17,226

 
6
 %
 
14,129

 
5
 %
 
 
Stock-based compensation
419

 
1
 %
 
790

 
 %
 
 
Acquisition-related revenue (1)
368

 
 %
 
759

 
 %
 
 
Non-GAAP gross margin
$
253,603

 
89
 %
 
$
245,971

 
87
 %
 
3
 %
 
 
 
 
 
 
 
 
 
 
Adjusted operating expenses:
 
 
 
 
 
 
 
 
 
GAAP operating expenses
$
173,851

 
61
 %
 
$
188,488

 
67
 %
 
 
Amortization of acquired intangibles
(9,956
)
 
(3
)%
 
(9,721
)
 
(3
)%
 
 
Fees related to shareholder activist
(1,472
)
 
(1
)%
 

 
 %
 
 
Restructuring expenses and other
(2,382
)
 
(1
)%
 
(18,560
)
 
(8
)%
 
 
Acquisition-related expenses
(128
)
 
 %
 
(844
)
 
 %
 
 
Stock-based compensation
(14,297
)
 
(5
)%
 
(8,769
)
 
(3
)%
 
 
Non-GAAP operating expenses
$
145,616

 
51
 %
 
$
150,594

 
53
 %
 
(3
)%
 
 
 
 
 
 
 
 
 
 
Adjusted income from operations:
 
 
 
 
 
 
 
 
 
GAAP income from operations
$
61,739

 
22
 %
 
$
41,805

 
15
 %
 
 
Amortization of acquired intangibles
27,182

 
9
 %
 
23,850

 
8
 %
 
 
Fees related to shareholder activist
1,472

 
1
 %
 

 
 %
 
 
Restructuring expenses and other
2,382

 
1
 %
 
18,560

 
7
 %
 
 
Stock-based compensation
14,716

 
5
 %
 
9,559

 
3
 %
 
 
Acquisition-related
496

 
 %
 
1,603

 
1
 %
 
 
Non-GAAP income from operations
$
107,987

 
38
 %
 
$
95,377

 
34
 %
 
13
 %
 
 
 
 
 
 
 
 
 
 
Adjusted diluted earnings per share:
 
 
 
 
 
 
 
 
 
GAAP diluted earnings per share
$
0.97

 
 
 
$
0.43

 
 
 
 
Amortization of acquired intangibles
0.59

 
 
 
0.49

 
 
 
 
Fees related to shareholder activist
0.03

 
 
 

 
 
 
 
Restructuring expenses and other
0.05

 
 
 
0.38

 
 
 
 
Stock-based compensation
0.31

 
 
 
0.20

 
 
 
 
Acquisition-related
0.01

 
 
 
0.03

 
 
 
 
Provision for income taxes
(0.23
)
 
 
 
(0.29
)
 
 
 
 
Non-GAAP diluted earnings per share
$
1.73

 
 
 
$
1.24

 
 
 
40
 %
 
 
 
 
 
 
 
 
 
 
Non-GAAP weighted avg shares outstanding - diluted
46,380

 
 
 
48,631

 
 
 
(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.

12


OTHER NON-GAAP FINANCIAL MEASURES - QTD
(Unaudited)

Revenue by Type
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q3 2018
 
Non-GAAP Adjustment (1)
 
Non-GAAP Revenue
Software licenses
$
27,204

 
$
19

 
$
27,223

Maintenance
60,566

 
69

 
60,635

Services
7,913

 
23

 
7,936

Total revenue
$
95,683

 
$
111

 
$
95,794

 
 
 
 
 
 
Revenue by Region
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q3 2018
 
Non-GAAP Adjustment (1)
 
Non-GAAP Revenue
North America
$
52,212

 
$
111

 
$
52,323

EMEA
33,422

 

 
33,422

Latin America
4,341

 

 
4,341

Asia Pacific
5,708

 

 
5,708

Total revenue
$
95,683

 
$
111

 
$
95,794

 
 
 
 
 
 
Revenue by Segment
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q3 2018
 
Non-GAAP Adjustment (1)
 
Non-GAAP Revenue
OpenEdge
$
68,029

 
$
23

 
$
68,052

Data Connectivity and Integration
7,597

 

 
7,597

Application Development and Deployment
20,057

 
88

 
20,145

Total revenue
$
95,683

 
$
111

 
$
95,794

 
 
 
 
 
 
(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 2018
 
Q3 2017
 
% Change
Cash flows from operations
$
23,301

 
$
13,442

 
73
 %
Purchases of property and equipment
(2,772
)
 
(342
)
 
711
 %
Free cash flow
20,529

 
13,100

 
57
 %
Add back: restructuring payments
743

 
5,241

 
(86
)%
Adjusted free cash flow
$
21,272

 
$
18,341

 
16
 %

13


OTHER NON-GAAP FINANCIAL MEASURES - YTD
(Unaudited)

Revenue by Type
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
YTD 2018
 
Non-GAAP Adjustment (1)
 
Non-GAAP Revenue
Software licenses
$
78,986

 
$
56

 
$
79,042

Maintenance
184,368

 
158

 
184,526

Services
22,478

 
154

 
22,632

Total revenue
$
285,832

 
$
368

 
$
286,200

 
 
 
 
 
 
Revenue by Region
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
YTD 2018
 
Non-GAAP Adjustment (1)
 
Non-GAAP Revenue
North America
$
154,676

 
$
368

 
$
155,044

EMEA
101,769

 

 
101,769

Latin America
13,058

 

 
13,058

Asia Pacific
16,329

 

 
16,329

Total revenue
$
285,832

 
$
368

 
$
286,200

 
 
 
 
 
 
Revenue by Segment
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
YTD 2018
 
Non-GAAP Adjustment (1)
 
Non-GAAP Revenue
OpenEdge
$
204,404

 
$
154

 
$
204,558

Data Connectivity and Integration
20,989

 

 
20,989

Application Development and Deployment
60,439

 
214

 
60,653

Total revenue
$
285,832

 
$
368

 
$
286,200

 
 
 
 
 
 
(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 Q3 2017
 
% Change
Cash flows from operations
$
97,025

 
$
73,171

 
33
 %
Purchases of property and equipment
(5,968
)
 
(865
)
 
590
 %
Free cash flow
91,057

 
72,306

 
26
 %
Add back: restructuring payments
5,924

 
16,871

 
(65
)%
Adjusted free cash flow
$
96,981

 
$
89,177

 
9
 %


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
 
Q3 2018
GAAP revenue
$
19,634

 
$
20,227

 
$
20,188

 
$
20,396

 
$
80,445

 
$
20,035

 
$
20,347

 
$
20,057

Add: change in deferred revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
52,971

 
51,298

 
52,400

 
52,615

 
52,971

 
53,794

 
52,927

 
51,978

Ending balance
51,298

 
52,400

 
52,615

 
53,794

 
53,794

 
52,927

 
51,978

 
52,638

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

 
215

 
1,179

 
823

 
(867
)
 
(949
)
 
660

Non-GAAP bookings
$
17,961

 
$
21,329

 
$
20,403

 
$
21,575

 
$
81,268

 
$
19,168

 
$
19,398

 
$
20,717



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

 
$
392.6

 
(1
)%
 
$
395.6

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

 
0.4

 
(60
)%
 
0.4

 
(60
)%
Non-GAAP revenue
$
398.6

 
$
393.0

 
(1
)%
 
$
396.0

 
(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
$
89.8

 
$
91.6

GAAP operating margins
23
%
 
23
%
Acquisition-related revenue
0.4

 
0.4

Acquisition-related expense
0.2

 
0.2

Restructuring expense
3.0

 
2.5

Stock-based compensation
20.0

 
20.0

Amortization of intangibles
36.0

 
36.0

Fees related to shareholder activist
1.5

 
1.5

Total adjustments
61.1

 
60.6

Non-GAAP income from operations
$
150.9

 
$
152.2

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
$
65.1

 
$
66.5

Adjustments (from previous table)
61.1

 
60.6

Income tax adjustment (2)
(13.1
)
 
(12.7
)
Non-GAAP net income
$
113.1

 
$
114.4

 
 
 
 
GAAP diluted earnings per share
$
1.41

 
$
1.44

Non-GAAP diluted earnings per share
$
2.45

 
$
2.48

 
 
 
 
Diluted weighted average shares outstanding
46.2

 
46.2

 
 
 
 
(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
$
150.9

 
$
152.2

Other (expense) income
(6.4
)
 
(6.4
)
Non-GAAP income from continuing operations before income taxes
144.5

 
145.8

Non-GAAP net income
113.0

 
114.4

Tax provision
$
31.5

 
$
31.4

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 Q4 2018 GUIDANCE
(Unaudited)

Q4 2018 Revenue Guidance
 
Three Months Ended
 
Three Months Ending
 
November 30, 2017
 
November 30, 2018
(In millions)
 
 
Low
 
% Change
 
High
 
% Change
GAAP revenue
$
116.1

 
$
106.7

 
(8
)%
 
$
109.7

 
(6
)%
Acquisition-related adjustments - revenue (1)
0.2

 
0.1

 
(50
)%
 
0.1

 
(50
)%
Non-GAAP revenue
$
116.3

 
$
106.8

 
(8
)%
 
$
109.8

 
(6
)%
 
 
 
 
 
 
 
 
 
 
(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 2018 Non-GAAP Earnings per Share Guidance
 
Three Months Ending November 30, 2018
 
Low
 
High
GAAP diluted earnings per share
$
0.44

 
$
0.48

Restructuring expense
0.01

 

Stock-based compensation
0.12

 
0.12

Amortization of intangibles
0.19

 
0.19

Total adjustments
0.32

 
0.31

Income tax adjustment
(0.05
)
 
(0.05
)
Non-GAAP diluted earnings per share
$
0.71

 
$
0.74




18