Document
false0000876167PROGRESS SOFTWARE CORP /MA 0000876167 2020-01-16 2020-01-16



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

January 16, 2020
Date of Report (Date of earliest event reported)
 
 Progress Software Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
0-19417
04-2746201
(State or other jurisdiction of incorporation or organization)
(Commission file number)
(I.R.S. Employer Identification No.)
14 Oak Park
Bedford, Massachusetts 01730
(Address of principal executive offices, including zip code)
(781280-4000
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report.)

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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
PRGS
The Nasdaq Stock Market LLC

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 January 16, 2020, Progress Software Corporation ("Progress") issued a press release announcing its financial results for the fiscal fourth quarter ended November 30, 2019. 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.

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. We believe this non-GAAP financial information enhances investors’ overall understanding of our current financial performance and our prospects for the future by providing more transparency for certain financial measures and providing a level of disclosure that helps investors understand how we plan and measure our business. We believe that providing this non-GAAP information affords investors a view of our operating results that may be more easily compared to our peer companies and enables investors to consider our operating results on both a GAAP and non-GAAP basis during and following the integration period of our acquisitions.

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 in the press release 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, impairment of intangible and long-lived assets, loss on assets held for sale, 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, Kinvey, which we acquired on June 1, 2017, and Ipswitch, which we acquired on April 30, 2019. 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 intangible and long-lived assets - In fiscal year 2019, we exclude impairment charges applicable to acquired intangible assets and long-lived assets because such expenses distort trends and are 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.
Loss on assets held for sale - We exclude the loss applicable to assets held for sale in fiscal year 2018 because this expense distorts trends and is not part of our core operating results. Such losses 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.
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 during fiscal years 2017 and 2018. 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.
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.

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:
January 16, 2020
Progress Software Corporation
 
 
 
 
 
 
By:
/s/ PAUL A. JALBERT
 
 
 
Paul A. Jalbert
 
 
 
Chief Financial Officer




Exhibit
https://cdn.kscope.io/f342f0f68bd685ff84e1212fd02be5b0-newprogresslogoa23.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 McShane
Progress Software
 
Progress Software
+1 781 280 4817
 
+1 888 365 2779 (x3135)
flanagan@progress.com
 
erica.mcshane@progress.com

Progress Reports 2019 Fiscal Fourth Quarter and Year End Results

Exceeds Annual Guidance for Revenue, Achieves Record Cash Flows

Board of Directors Increases Share Repurchase Authorization to $250 Million


BEDFORD, MA, January 16, 2020 (GlobeNewswire) — Progress (NASDAQ: PRGS), the leading provider of application development and digital experience technologies, today announced results for its fiscal fourth quarter and fiscal year ended November 30, 2019.

On a GAAP basis, revenue was $117.0 million during the quarter compared to $98.1 million in the same quarter last year, a year-over-year increase of 19% on an actual currency basis and 21% on a constant currency basis. On a non-GAAP basis, revenue was $123.4 million during the quarter compared to $98.3 million in the same quarter last year, an increase of 26% on an actual currency basis and 27% on a constant currency basis.

On a GAAP basis, diluted loss per share during the quarter was $0.11 compared to diluted earnings per share of $0.19 in the same quarter last year, a decrease of 158%. On a non-GAAP basis, diluted earnings per share during the quarter was $0.79 compared to $0.54 in the same quarter last year, an increase of 46%.

“Our fourth quarter performance was very strong, allowing us to exceed both our revenue and EPS guidance for fiscal 2019," said Yogesh Gupta, CEO at Progress. "Once again, in Q4 we had a better-than-expected contribution from Ipswitch, our recent acquisition, further validating our focus on accretive M&A as our go-forward strategy. We look forward to continued momentum in 2020, as we execute on a strategic plan that will drive sustainable, long-term value for all shareholders.”

Additional financial highlights included(1):

 
Three Months Ended
 
GAAP
 
Non-GAAP
(In thousands, except percentages and per share amounts)
November 30, 2019
 
November 30, 2018
 
% Change
 
November 30, 2019
 
November 30, 2018
 
% Change
Revenue
$
117,038

 
$
98,103

 
19
 %
 
$
123,416

 
$
98,257

 
26
%
(Loss) income from operations
$
(6,026
)
 
$
11,029

 
(155
)%
 
$
47,285

 
$
30,975

 
53
%
Operating margin
(5
)%
 
11
%
 
(145
)%
 
38
%
 
32
%
 
19
%
Net (loss) income
$
(4,740
)
 
$
8,643

 
(155
)%
 
$
35,720

 
$
24,440

 
46
%
Diluted (loss) earnings per share
$
(0.11
)
 
$
0.19

 
(158
)%
 
$
0.79

 
$
0.54

 
46
%
Cash from operations (GAAP) /Adjusted free cash flow (Non-GAAP)
$
36,601

 
$
24,327

 
50
 %
 
$
36,705

 
$
23,232

 
58
%
(1)The Company adopted the new accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018, using the full retrospective method. Prior period results have been adjusted to reflect the adoption of this standard.


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Paul Jalbert, CFO, said: “We are very pleased with our financial performance in Q4 and for the full fiscal year. We delivered record cash flow for 2019 and are projecting a very significant increase for 2020, perhaps the best indication of our efficient approach to running our company. With the Ipswitch integration behind us, our business is well-positioned to sustain our momentum in 2020 and beyond.”

Other fiscal fourth quarter 2019 metrics and recent results included:

Cash, cash equivalents and short-term investments were $173.7 million at the end of the quarter;
DSO was 56 days, compared to 53 days in the fiscal third quarter of 2019 and 47 days in the fiscal fourth quarter of 2018;
On January 8, 2020, our Board of Directors declared a quarterly dividend of $0.165 per share of common stock that will be paid on March 16, 2020 to shareholders of record as of the close of business on March 2, 2020.

Full Year Results(1) 
 
Fiscal Year Ended
 
GAAP
 
Non-GAAP
(In thousands, except percentages and per share amounts)
November 30, 2019
 
November 30, 2018
 
% Change
 
November 30, 2019
 
November 30, 2018
 
% Change
Revenue
$
413,298

 
$
378,981

 
9
 %
 
$
431,961

 
$
379,447

 
14
%
Income from operations
$
40,084

 
$
67,814

 
(41
)%
 
$
162,258

 
$
133,952

 
21
%
Operating margin
10
%
 
18
%
 
(44
)%

38
%
 
35
%
 
9
%
Net income
$
26,400

 
$
49,670

 
(47
)%
 
$
121,745

 
$
101,180

 
20
%
Diluted earnings per share
$
0.58

 
$
1.08

 
(46
)%
 
$
2.69

 
$
2.19

 
23
%
Cash from operations (GAAP) /Adjusted free cash flow (Non-GAAP)
$
128,484

 
$
121,352

 
6
 %
 
$
128,893

 
$
120,213

 
7
%
(1)The Company adopted the new accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018, using the full retrospective method. Prior period results have been adjusted to reflect the adoption of this standard.

2020 Business Outlook

Progress provides the following guidance for the fiscal year ending November 30, 2020 and for the fiscal first quarter ending February 29, 2020, together with actual results for the same periods in the fiscal year ending November 30, 2019:

 
FY 2019 Actual
 
FY 2020 Guidance
(In millions, except percentages and per share amounts)
FY 2019
GAAP
 
FY 2019
Non-GAAP
 
FY 2020
GAAP
 
FY 2020
Non-GAAP
Revenue
$
413

 
$
432

 
$440 - $447

 
$448 - $455

Diluted earnings per share
$
0.58

 
$
2.69

 
$1.96 - $2.01

 
$2.87 - $2.92

Operating margin
10%

 
38%

 
27%

 
39%

Cash from operations (GAAP) /
Adjusted free cash flow (Non-GAAP)
$
128

 
$
129

 
$149 - $154

 
$145 - $150

Effective tax rate
7
%
 
19
%
 
17
%
 
20
%

 
Q1 2019 Actual
 
Q1 2020 Guidance
(In millions, except per share amounts)
Q1 2019
GAAP
 
Q1 2019
Non-GAAP
 
Q1 2020
GAAP
 
Q1 2020
Non-GAAP
Revenue
$
90

 
$
90

 
$106 - $109
 
$110 - $113
Diluted earnings per share
$
0.21

 
$
0.50

 
$0.40 - $0.42
 
$0.69 - $0.71

Based on current exchange rates, the expected negative currency translation impact on Progress' fiscal year 2020 business outlook compared to 2019 exchange rates is approximately $0.6 million on GAAP and non-GAAP revenue. The expected

2


negative currency translation impact on Progress' fiscal Q1 2020 business outlook compared to 2019 exchange rates on GAAP and non-GAAP revenue is approximately $0.5 million. The expected currency translation impact on GAAP and non-GAAP earnings per share for fiscal year 2020 and fiscal Q1 2020 is not material. To the extent that there are changes in exchange rates versus the current environment, this may have an impact on Progress' business outlook.

Share Repurchase Program

Progress also announced today that its Board of Directors has increased the total share repurchase authorization from the $75 million remaining on the previous authorization to $250 million.

Conference Call

Progress will hold a conference call to review its financial results for the fiscal fourth quarter of 2019 at 5:00 p.m. ET on Thursday, January 16, 2020. The call 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 1-800-458-4121, pass code 4393532. 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.

Legal Notice Regarding Non-GAAP Financial Information

Progress provides non-GAAP financial information as additional information for investors. These non-GAAP measures are not in accordance with, or an alternative to, generally accepted accounting principles in the United States ("GAAP"). Progress believes that the non-GAAP results described in this release are useful for an understanding of its ongoing operations and provide additional detail and an alternative method of assessing its operating results.  A reconciliation of non-GAAP adjustments to the company's 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. Additional information regarding the company's non-GAAP financial information is contained in the company's Current Report on Form 8-K furnished to the Securities and Exchange Commission in connection with this press release, which is also available on the Progress website within the investor relations section.

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:


3


(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, including our recent acquisition of Ipswitch, 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, 2018 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended February 28, 2019, May 31, 2019 and August 31, 2019. Progress undertakes no obligation to update any forward-looking statements, which speak only as of the date of this press release.

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, the flexibility of a cloud-native app dev platform to deliver modern apps, leading data connectivity technology, web content management, business rules, secure file transfer, network monitoring, plus award-winning machine learning that enables cognitive capabilities to be a part of any application. Over 1,700 independent software vendors, 100,000 enterprise customers, and two 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
(Unaudited)
 
Three Months Ended
 
Fiscal Year Ended
(In thousands, except per share data)
November 30, 2019
 
November 30, 2018(1)
 
% Change
 
November 30, 2019
 
November 30, 2018(1)
 
% Change
Revenue:
 
 
 
 
 
 
 
 
 
 
 
Software licenses
$
39,336

 
$
28,367

 
39
 %
 
$
122,552

 
$
99,800

 
23
 %
Maintenance and services
77,702

 
69,736

 
11
 %
 
290,746

 
279,181

 
4
 %
Total revenue
117,038

 
98,103

 
19
 %
 
413,298

 
378,981

 
9
 %
Costs of revenue:
 
 
 
 
 
 
 
 
 
 
 
Cost of software licenses
1,598

 
1,198

 
33
 %
 
4,894

 
4,769

 
3
 %
Cost of maintenance and services
12,281

 
10,025

 
23
 %
 
44,463

 
39,470

 
13
 %
Amortization of acquired intangibles
6,887

 
5,508

 
25
 %
 
25,884

 
22,734

 
14
 %
Total costs of revenue
20,766

 
16,731

 
24
 %
 
75,241

 
66,973

 
12
 %
Gross profit
96,272

 
81,372

 
18
 %
 
338,057

 
312,008

 
8
 %
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Sales and marketing
29,369

 
28,198

 
4
 %
 
101,701

 
93,036

 
9
 %
Product development
23,868

 
20,334

 
17
 %
 
88,572

 
79,739

 
11
 %
General and administrative
14,915

 
13,380

 
11
 %
 
53,360

 
49,050

 
9
 %
Amortization of acquired intangibles
7,414

 
3,285

 
126
 %
 
22,255

 
13,241

 
68
 %
Impairment of intangible & long-lived assets(2)
24,096

 

 
*

 
24,096

 

 
*

Restructuring expenses
2,338

 
(131
)
 
*

 
6,331

 
2,251

 
181
 %
Acquisition-related expenses
298

 
130

 
129
 %
 
1,658

 
258

 
*

Loss on assets held for sale

 
5,147

 
*

 

 
5,147

 
*

Fees related to shareholder activist

 

 
*

 

 
1,472

 
*

Total operating expenses
102,298

 
70,343

 
45
 %
 
297,973

 
244,194

 
22
 %
(Loss) income from operations
(6,026
)
 
11,029

 
(155
)%
 
40,084

 
67,814

 
(41
)%
Other expense, net
(3,551
)
 
(2,188
)
 
(62
)%
 
(11,589
)
 
(7,018
)
 
(65
)%
(Loss) income before income taxes
(9,577
)
 
8,841

 
(208
)%
 
28,495

 
60,796

 
(53
)%
(Benefit) provision for income taxes
(4,837
)
 
198

 
*

 
2,095

 
11,126

 
(81
)%
Net (loss) income
$
(4,740
)
 
$
8,643

 
(155
)%
 
$
26,400

 
$
49,670

 
(47
)%
 
 
 
 
 
 
 
 
 
 
 
 
(Loss) earnings per share:
 
 
 
 
 
 
 
 
 
 
 
Basic
$
(0.11
)
 
$
0.19

 
(158
)%
 
$
0.59

 
$
1.09

 
(46
)%
Diluted
$
(0.11
)
 
$
0.19

 
(158
)%
 
$
0.58

 
$
1.08

 
(46
)%
Weighted average shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
Basic
44,882

 
45,055

 
 %
 
44,791

 
45,561

 
(2
)%
Diluted
44,882

 
45,401

 
(1
)%
 
45,340

 
46,135

 
(2
)%
 
 
 
 
 
 
 
 
 
 
 
 
Cash dividends declared per common share
$
0.165

 
$
0.155

 
6
 %
 
$
0.630

 
$
0.575

 
10
 %
(1)The Company adopted ASC 606 effective December 1, 2018, using the full retrospective method. Prior period results have been adjusted to reflect the adoption of this standard.
(2)Primarily represents a reduction in the carrying values of the intangible assets associated with Kinvey and DataRPM.
Stock-based compensation is included in the condensed consolidated statements of operations, as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of revenue
$
323

 
$
197

 
64
 %
 
$
1,134

 
$
616

 
84
 %
Sales and marketing
950

 
832

 
14
 %
 
4,155

 
2,959

 
40
 %
Product development
1,812

 
2,468

 
(27
)%
 
7,205

 
8,242

 
(13
)%
General and administrative
2,815

 
2,356

 
19
 %
 
10,817

 
8,752

 
24
 %
Total
$
5,900

 
$
5,853

 
1
 %
 
$
23,311

 
$
20,569

 
13
 %
*Not meaningful

5


CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
(In thousands)
November 30,
2019
 
November 30, 2018(1)
Assets
 
 
 
Current assets:
 
 
 
Cash, cash equivalents and short-term investments
$
173,685

 
$
139,513

Accounts receivable, net
72,820

 
59,715

Unbilled receivables and contract assets
10,880

 
1,421

Other current assets
27,280

 
25,080

Assets held for sale

 
5,776

Total current assets
284,665

 
231,505

Property and equipment, net
29,765

 
30,714

Goodwill and intangible assets, net
532,216

 
373,911

Long-term unbilled receivables and contract assets
12,492

 
1,811

Other assets
22,133

 
6,209

Total assets
$
881,271

 
$
644,150

Liabilities and shareholders' equity
 
 
 
Current liabilities:
 
 
 
Accounts payable and other current liabilities
$
72,674

 
$
57,005

Current portion of long-term debt, net
10,717

 
5,819

Short-term deferred revenue
157,494

 
123,210

Total current liabilities
240,885

 
186,034

Long-term debt, net
284,002

 
110,270

Long-term deferred revenue
19,752

 
12,730

Other long-term liabilities
6,350

 
11,114

Shareholders' equity:
 
 
 
Common stock and additional paid-in capital
295,953

 
267,053

Retained earnings
34,329

 
56,949

Total shareholders' equity
330,282

 
324,002

Total liabilities and shareholders' equity
$
881,271

 
$
644,150

(1)The Company adopted ASC 606 effective December 1, 2018, using the full retrospective method. Prior period results have been adjusted to reflect the adoption of this standard.



6


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)  
 
Three Months Ended
 
Fiscal Year Ended
(In thousands)
November 30,
2019
 
November 30, 2018(1)
 
November 30,
2019
 
November 30, 2018(1)
Cash flows from operating activities:
 
 
 
 
 
 
 
Net (loss) income
$
(4,740
)
 
$
8,643

 
$
26,400

 
$
49,670

Depreciation and amortization
16,519

 
10,855

 
56,679

 
44,502

Stock-based compensation
5,900

 
5,853

 
23,311

 
20,569

Loss on assets held for sale

 
5,147

 

 
5,147

Impairment of intangible and long-lived assets(2)
24,096

 

 
24,096

 

Other non-cash adjustments
(8,252
)
 
389

 
(13,947
)
 
(1,676
)
Changes in operating assets and liabilities
3,078

 
(6,560
)
 
11,945

 
3,140

Net cash flows from operating activities
36,601

 
24,327

 
128,484

 
121,352

Capital expenditures
(2,168
)
 
(1,282
)
 
(3,998
)
 
(7,250
)
Issuances of common stock, net of repurchases
2,918

 
(8,738
)
 
(15,735
)
 
(110,795
)
Dividend payments to shareholders
(6,941
)
 
(6,318
)
 
(27,760
)
 
(25,789
)
Payments for acquisitions, net of cash acquired

 

 
(225,298
)
 

Proceeds from the issuance of debt, net of payment of issuance costs

 

 
183,374

 

Proceeds from sale of property, plant and equipment, net

 

 
6,146

 

Payments of principal on long-term debt
(1,882
)
 
(1,547
)
 
(5,309
)
 
(6,188
)
Other
(240
)
 
(4,810
)
 
(5,732
)
 
(15,426
)
Net change in cash, cash equivalents and short-term investments
28,288

 
1,632

 
34,172

 
(44,096
)
Cash, cash equivalents and short-term investments, beginning of period
145,397

 
137,881

 
139,513

 
183,609

Cash, cash equivalents and short-term investments, end of period
$
173,685

 
$
139,513

 
$
173,685

 
$
139,513

(1)The Company adopted ASC 606 effective December 1, 2018, using the full retrospective method. Prior period results have been adjusted to reflect the adoption of this standard.
(2)Primarily represents a reduction in the carrying values of the intangible assets associated with Kinvey and DataRPM.



7


RESULTS OF OPERATIONS BY SEGMENT
(Unaudited)

 
Three Months Ended
 
Fiscal Year Ended
(In thousands)
November 30, 2019
 
November 30, 2018(1)
 
% Change
 
November 30, 2019
 
November 30, 2018(1)
 
% Change
Segment revenue:
 
 
 
 
 
 
 
 
 
 
 
OpenEdge
$
85,250

 
$
73,016

 
17
 %
 
$
296,929

 
$
277,806

 
7
 %
Data Connectivity and Integration
12,217

 
5,663

 
116
 %
 
39,903

 
23,129

 
73
 %
Application Development and Deployment
19,571

 
19,424

 
1
 %
 
76,466

 
78,046

 
(2
)%
Total revenue
117,038

 
98,103

 
19
 %
 
413,298

 
378,981

 
9
 %
Segment costs of revenue and operating expenses:
 
 
 
 

 
 
 
 
 
 
OpenEdge
25,086

 
20,626

 
22
 %
 
85,209

 
67,820

 
26
 %
Data Connectivity and Integration
2,724

 
2,811

 
(3
)%
 
7,973

 
7,634

 
4
 %
Application Development and Deployment
6,926

 
7,019

 
(1
)%
 
23,993

 
27,087

 
(11
)%
Total costs of revenue and operating expenses
34,736

 
30,456

 
14
 %
 
117,175

 
102,541

 
14
 %
Segment contribution margin:
 
 
 
 

 
 
 
 
 
 
OpenEdge
60,164

 
52,390

 
15
 %
 
211,720

 
209,986

 
1
 %
Data Connectivity and Integration
9,493

 
2,852

 
233
 %
 
31,930

 
15,495

 
106
 %
Application Development and Deployment
12,645

 
12,405

 
2
 %
 
52,473

 
50,959

 
3
 %
Total contribution margin
82,302

 
67,647

 
22
 %
 
296,123

 
276,440

 
7
 %
Other unallocated expenses(2)
88,328

 
56,618

 
56
 %
 
256,039

 
208,626

 
23
 %
(Loss) income from operations
(6,026
)
 
11,029

 
(155
)%
 
40,084

 
67,814

 
(41
)%
Other expense, net
(3,551
)
 
(2,188
)
 
(62
)%
 
(11,589
)
 
(7,018
)
 
(65
)%
(Loss) income before income taxes
$
(9,577
)
 
$
8,841

 
(208
)%
 
$
28,495

 
$
60,796

 
(53
)%
(1)The Company adopted ASC 606 effective December 1, 2018, using the full retrospective method. Prior period results have been adjusted to reflect the adoption of this standard.
(2)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 and impairment of acquired intangibles, impairment of long-lived assets, loss on assets held for sale, stock-based compensation, fees related to shareholder activist, restructuring, and acquisition-related expenses.

8


SUPPLEMENTAL INFORMATION
(Unaudited)

Revenue by Type
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q4 2018(1)
 
Q1 2019
 
Q2 2019
 
Q3 2019
 
Q4 2019
 
FY 2019
 
FY 2018(1)
Software licenses
$
28,367

 
$
22,802

 
$
29,728

 
$
30,686

 
$
39,336

 
$
122,552

 
$
99,800

Maintenance
61,759

 
59,999

 
62,528

 
67,611

 
68,868

 
259,006

 
249,171

Services
7,977

 
6,748

 
7,739

 
8,419

 
8,834

 
31,740

 
30,010

Total revenue
$
98,103

 
$
89,549

 
$
99,995

 
$
106,716

 
$
117,038

 
$
413,298

 
$
378,981

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue by Region
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q4 2018(1)
 
Q1 2019
 
Q2 2019
 
Q3 2019
 
Q4 2019
 
FY 2019
 
FY 2018(1)
North America
$
54,952

 
$
46,498

 
$
57,060

 
$
60,208

 
$
70,145

 
$
233,911

 
$
204,257

EMEA
34,047

 
33,372

 
33,633

 
35,109

 
35,187

 
137,301

 
135,055

Latin America
4,260

 
4,461

 
4,108

 
5,470

 
5,626

 
19,665

 
18,046

Asia Pacific
4,844

 
5,218

 
5,194

 
5,929

 
6,080

 
22,421

 
21,623

Total revenue
$
98,103

 
$
89,549

 
$
99,995

 
$
106,716

 
$
117,038

 
$
413,298

 
$
378,981

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue by Segment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q4 2018(1)
 
Q1 2019
 
Q2 2019
 
Q3 2019
 
Q4 2019
 
FY 2019
 
FY 2018(1)
OpenEdge
$
73,016

 
$
65,252

 
$
67,820

 
$
78,607

 
$
85,250

 
$
296,929

 
$
277,806

Data Connectivity and Integration
5,663

 
6,000

 
12,932

 
8,754

 
12,217

 
39,903

 
23,129

Application Development and Deployment
19,424

 
18,297

 
19,243

 
19,355

 
19,571

 
76,466

 
78,046

Total revenue
$
98,103

 
$
89,549

 
$
99,995

 
$
106,716

 
$
117,038

 
$
413,298

 
$
378,981

(1)The Company adopted ASC 606 effective December 1, 2018, using the full retrospective method. Prior period results have been adjusted to reflect the adoption of this standard.












9


RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES - FOURTH QUARTER
(Unaudited)
 
Three Months Ended
 
% Change
(In thousands, except per share data)
November 30, 2019
 
November 30, 2018(1)
 
Non-GAAP
Adjusted revenue:
 
 
 
 
 
 
 
 
 
GAAP revenue
$
117,038

 
 
 
$
98,103

 
 
 
 
Acquisition-related revenue(2)
6,378

 
 
 
154

 
 
 
 
Non-GAAP revenue
$
123,416

 
100
 %
 
$
98,257

 
100
%
 
26
%
 
 
 
 
 
 
 
 
 
 
Adjusted income from operations:
 
 
 
 
 
 
 
 
 
GAAP (loss) income from operations
$
(6,026
)
 
(5
)%
 
$
11,029

 
11
%
 
 
Amortization of acquired intangibles
14,301

 


 
8,793

 


 
 
Stock-based compensation
5,900

 


 
5,853

 


 
 
Impairment of intangible and long-lived assets(3)
24,096

 


 

 


 
 
Restructuring expenses and other
2,338

 


 
(131
)
 


 
 
Acquisition-related revenue(2) and expenses
6,676

 


 
284

 


 
 
Loss on assets held for sale

 


 
5,147

 


 
 
Non-GAAP income from operations
$
47,285

 
38
 %
 
$
30,975

 
32
%
 
53
%
 
 
 
 
 
 
 
 
 
 
Adjusted net income:
 
 
 
 
 
 
 
 
 
GAAP net (loss) income
$
(4,740
)
 
(4
)%
 
$
8,643

 
9
%
 
 
Amortization of acquired intangibles
14,301

 


 
8,793

 


 
 
Stock-based compensation
5,900

 


 
5,853

 


 
 
Impairment of intangible and long-lived assets(3)
24,096

 


 

 


 
 
Restructuring expenses and other
2,338

 


 
(131
)
 


 
 
Acquisition-related revenue(2) and expenses
6,676

 


 
284

 


 
 
Loss on assets held for sale

 


 
5,147

 


 
 
Provision for income taxes
(12,851
)
 


 
(4,149
)
 


 
 
Non-GAAP net income
$
35,720

 
29
 %
 
$
24,440

 
25
%
 
46
%
 
 
 
 
 
 
 
 
 
 
Adjusted diluted earnings per share:
 
 
 
 
 
 
 
 
 
GAAP diluted (loss) earnings per share
$
(0.11
)
 
 
 
$
0.19

 
 
 
 
Amortization of acquired intangibles
0.32

 
 
 
0.19

 
 
 
 
Stock-based compensation
0.13

 
 
 
0.13

 
 
 
 
Impairment of intangible and long-lived assets(3)
0.53

 
 
 

 
 
 
 
Restructuring expenses and other
0.05

 
 
 

 
 
 
 
Acquisition-related revenue(2) and expenses
0.15

 
 
 
0.01

 
 
 
 
Loss on assets held for sale

 
 
 
0.11

 
 
 
 
Provision for income taxes
(0.28
)
 
 
 
(0.09
)
 
 
 
 
Non-GAAP diluted earnings per share
$
0.79

 
 
 
$
0.54

 
 
 
46
%
 
 
 
 
 
 
 
 
 
 
Non-GAAP weighted avg shares outstanding - diluted
45,484

 
 
 
45,401

 
 
 
%
 
 
 
 
 
 
 
 
 
 
(1)The Company adopted ASC 606 effective December 1, 2018, using the full retrospective method. Prior period results have been adjusted to reflect the adoption of this standard.
(2)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. Acquisition-related revenue adjustments relate to Progress' OpenEdge business segment for Ipswitch in fiscal year 2019 and to Progress' OpenEdge business segment for Kinvey and Application Development and Deployment business segment for Telerik in fiscal year 2018.
(3)Primarily represents a reduction in the carrying values of the intangible assets associated with Kinvey and DataRPM.

10


RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES - FISCAL YEAR
(Unaudited)
 
Fiscal Year Ended
 
% Change
(In thousands, except per share data)
November 30, 2019
 
November 30, 2018(1)
 
Non-GAAP
Adjusted revenue:
 
 
 
 
 
 
 
 
 
GAAP revenue
$
413,298

 
 
 
$
378,981

 
 
 
 
Acquisition-related revenue(2)
18,663

 
 
 
466

 
 
 
 
Non-GAAP revenue
$
431,961

 
100
%
 
$
379,447

 
100
%
 
14
 %
 
 
 
 
 
 
 
 
 
 
Adjusted income from operations:
 
 
 
 
 
 
 
 
 
GAAP income from operations
$
40,084

 
10
%
 
$
67,814

 
18
%
 
 
Amortization of acquired intangibles
48,139

 


 
35,975

 

 
 
Stock-based compensation
23,311

 


 
20,569

 

 
 
Impairment of intangible and long-lived assets(3)
24,096

 


 

 

 
 
Restructuring expenses and other
6,307

 


 
2,251

 

 
 
Acquisition-related revenue(2) and expenses
20,321

 


 
724

 

 
 
Loss on assets held for sale

 


 
5,147

 

 
 
Fees related to shareholder activist

 


 
1,472

 

 
 
Non-GAAP income from operations
$
162,258

 
38
%
 
$
133,952

 
35
%
 
21
 %
 
 
 
 
 
 
 
 
 
 
Adjusted net income:
 
 
 
 
 
 
 
 
 
GAAP net income
$
26,400

 
6
%
 
$
49,670

 
13
%
 
 
Amortization of acquired intangibles
48,139

 


 
35,975

 

 
 
Stock-based compensation
23,311

 


 
20,569

 

 
 
Impairment of intangible and long-lived assets(3)
24,096

 


 

 

 
 
Restructuring expenses and other
6,307

 


 
2,251

 

 
 
Acquisition-related revenue(2) and expenses
20,321

 


 
724

 

 
 
Loss on assets held for sale

 


 
5,147

 

 
 
Fees related to shareholder activist

 


 
1,472

 

 
 
Provision for income taxes
(26,829
)
 


 
(14,628
)
 

 
 
Non-GAAP net income
$
121,745

 
28
%
 
$
101,180

 
27
%
 
20
 %
 
 
 
 
 
 
 
 
 
 
Adjusted diluted earnings per share:
 
 
 
 
 
 
 
 
 
GAAP diluted earnings per share
$
0.58

 
 
 
$
1.08

 
 
 
 
Amortization of acquired intangibles
1.07

 
 
 
0.78

 
 
 
 
Stock-based compensation
0.51

 
 
 
0.45

 
 
 
 
Impairment of intangible and long-lived assets(3)
0.53

 
 
 

 
 
 
 
Restructuring expenses and other
0.14

 
 
 
0.04

 
 
 
 
Acquisition-related revenue(2) and expenses
0.45

 
 
 
0.02

 
 
 
 
Loss on assets held for sale

 
 
 
0.11

 
 
 
 
Fees related to shareholder activist

 
 
 
0.03

 
 
 
 
Provision for income taxes
(0.59
)
 
 
 
(0.32
)
 
 
 
 
Non-GAAP diluted earnings per share
$
2.69

 
 
 
$
2.19

 
 
 
23
 %
 
 
 
 
 
 
 
 
 
 
Non-GAAP weighted avg shares outstanding - diluted
45,340

 
 
 
46,135

 
 
 
(2
)%
 
 
 
 
 
 
 
 
 
 
(1)The Company adopted ASC 606 effective December 1, 2018, using the full retrospective method. Prior period results have been adjusted to reflect the adoption of this standard.
(2)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. Acquisition-related revenue adjustments relate to Progress' OpenEdge business segment for Ipswitch in fiscal year 2019 and to Progress' OpenEdge business segment for Kinvey and Application Development and Deployment business segment for Telerik in fiscal year 2018.
(3)Primarily represents a reduction in the carrying values of the intangible assets associated with Kinvey and DataRPM.

11


OTHER NON-GAAP FINANCIAL MEASURES - FOURTH QUARTER
(Unaudited)

Revenue by Type
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q4 2019
 
Non-GAAP Adjustment(1)
 
Non-GAAP Revenue
Software licenses
$
39,336

 
$
71

 
$
39,407

Maintenance
68,868

 
5,694

 
74,562

Services
8,834

 
613

 
9,447

Total revenue
$
117,038

 
$
6,378

 
$
123,416

 
 
 
 
 
 
Revenue by Region
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q4 2019
 
Non-GAAP Adjustment(1)
 
Non-GAAP Revenue
North America
$
70,145

 
$
4,711

 
$
74,856

EMEA
35,187

 
1,140

 
36,327

Latin America
5,626

 
114

 
5,740

Asia Pacific
6,080

 
413

 
6,493

Total revenue
$
117,038

 
$
6,378

 
$
123,416

 
 
 
 
 
 
Revenue by Segment
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q4 2019
 
Non-GAAP Adjustment(1)
 
Non-GAAP Revenue
OpenEdge
$
85,250

 
$
6,378

 
$
91,628

Data Connectivity and Integration
12,217

 

 
12,217

Application Development and Deployment
19,571

 

 
19,571

Total revenue
$
117,038

 
$
6,378

 
$
123,416

 
 
 
 
 
 
(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. Acquisition-related revenue adjustments relate to Progress' OpenEdge business segment for Ipswitch in fiscal year 2019.
 
 
 
 
 
 
Adjusted Free Cash Flow
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q4 2019
 
Q4 2018
 
% Change
Cash flows from operations
$
36,601

 
$
24,327

 
50
%
Purchases of property and equipment
(2,168
)
 
(1,282
)
 
69
%
Free cash flow
34,433

 
23,045

 
49
%
Add back: restructuring payments
2,272

 
187

 
1,115
%
Adjusted free cash flow
$
36,705

 
$
23,232

 
58
%

12


OTHER NON-GAAP FINANCIAL MEASURES - FISCAL YEAR
(Unaudited)

Revenue by Type
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
FY 2019
 
Non-GAAP Adjustment(1)
 
Non-GAAP Revenue
Software licenses
$
122,552

 
$
193

 
$
122,745

Maintenance
259,006

 
17,289

 
276,295

Services
31,740

 
1,181

 
32,921

Total revenue
$
413,298

 
$
18,663

 
$
431,961

 
 
 
 
 
 
Revenue by Region
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
FY 2019
 
Non-GAAP Adjustment(1)
 
Non-GAAP Revenue
North America
$
233,911

 
$
13,885

 
$
247,796

EMEA
137,301

 
3,245

 
140,546

Latin America
19,665

 
332

 
19,997

Asia Pacific
22,421

 
1,201

 
23,622

Total revenue
$
413,298

 
$
18,663

 
$
431,961

 
 
 
 
 
 
Revenue by Segment
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
FY 2019
 
Non-GAAP Adjustment(1)
 
Non-GAAP Revenue
OpenEdge
$
296,929

 
$
18,663

 
$
315,592

Data Connectivity and Integration
39,903

 

 
39,903

Application Development and Deployment
76,466

 

 
76,466

Total revenue
$
413,298

 
$
18,663

 
$
431,961

 
 
 
 
 
 
(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. Acquisition-related revenue adjustments relate to Progress' OpenEdge business segment for Ipswitch in fiscal year 2019.
 
 
 
 
 
 
Adjusted Free Cash Flow
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
FY 2019
 
FY 2018
 
% Change
Cash flows from operations
$
128,484

 
$
121,352

 
6
 %
Purchases of property and equipment
(3,998
)
 
(7,250
)
 
(45
)%
Free cash flow
124,486

 
114,102

 
9
 %
Add back: restructuring payments
4,407

 
6,111

 
(28
)%
Adjusted free cash flow
$
128,893

 
$
120,213

 
7
 %


13


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

(In thousands)
Q1 2018(1)
 
Q2 2018(1)
 
Q3 2018(1)
 
Q4 2018(1)
 
FY 2018(1)
GAAP revenue
$
19,255

 
$
19,846

 
$
19,521

 
$
19,424

 
$
78,046

Add: change in deferred revenue
 
 
 
 
 
 
 
 
 
Beginning balance, as adjusted
42,128

 
42,041

 
41,593

 
42,789

 
42,128

Ending balance, as adjusted
42,041

 
41,593

 
42,789

 
45,291

 
45,291

Change in deferred revenue
(87
)
 
(448
)
 
1,196

 
2,502

 
3,163

Non-GAAP bookings
$
19,168

 
$
19,398

 
$
20,717

 
$
21,926

 
$
81,209

(1)The Company adopted ASC 606 effective December 1, 2018, using the full retrospective method. Prior period results have been adjusted to reflect the adoption of this standard.

(In thousands)
Q1 2019
 
Q2 2019
 
Q3 2019
 
Q4 2019
 
FY 2019
GAAP revenue
$
18,297

 
$
19,243

 
$
19,355

 
$
19,571

 
$
76,466

Add: change in deferred revenue
 
 
 
 
 
 
 
 
 
Beginning balance
45,291

 
43,817

 
44,704

 
44,737

 
45,291

Ending balance
43,817

 
44,704

 
44,737

 
46,909

 
46,909

Change in deferred revenue
(1,474
)
 
887

 
33

 
2,172

 
1,618

Non-GAAP bookings
$
16,823

 
$
20,130

 
$
19,388

 
$
21,743

 
$
78,084



14


RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2020 GUIDANCE
(Unaudited)
Fiscal Year 2020 Revenue Guidance
 
Fiscal Year Ended
 
Fiscal Year Ending
 
November 30, 2019
 
November 30, 2020
(In millions)
 
 
Low
 
% Change
 
High
 
% Change
GAAP revenue
$
413.3

 
$
439.7

 
6
 %
 
$
446.7

 
8
 %
Acquisition-related adjustments - revenue(1)
18.7

 
8.3

 
(56
)%
 
8.3

 
(56
)%
Non-GAAP revenue
$
432.0

 
$
448.0

 
4
 %
 
$
455.0

 
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. Acquisition-related revenue adjustments relate to Progress' OpenEdge business segment for Ipswitch.
Fiscal Year 2020 Non-GAAP Operating Margin Guidance
 
Fiscal Year Ending November 30, 2020
(In millions)
Low
 
High
GAAP income from operations
$
120.0

 
$
122.8

GAAP operating margin
27
%
 
27
%
Acquisition-related revenue
8.3

 
8.3

Restructuring expense
1.0

 
1.0

Stock-based compensation
23.3

 
23.3

Amortization of intangibles
23.2

 
23.2

Total adjustments
55.8

 
55.8

Non-GAAP income from operations
$
175.8

 
$
178.6

Non-GAAP operating margin
39
%
 
39
%
Fiscal Year 2020 Non-GAAP Earnings per Share and Effective Tax Rate Guidance
 
Fiscal Year Ending November 30, 2020
(In millions, except per share data)
Low
 
High
GAAP net income
$
89.0

 
$
91.3

Adjustments (from previous table)
55.8

 
55.8

Income tax adjustment(2)
(14.4
)
 
(14.5
)
Non-GAAP net income
$
130.4

 
$
132.6

 
 
 
 
GAAP diluted earnings per share
$
1.96

 
$
2.01

Non-GAAP diluted earnings per share
$
2.87

 
$
2.92

 
 
 
 
Diluted weighted average shares outstanding
45.4

 
45.4

 
 
 
 
(2)Tax adjustment is based on a non-GAAP effective tax rate of approximately 20% for Low and High, calculated as follows:
Non-GAAP income from operations
$
175.8

 
$
178.6

Other (expense) income
(12.8
)
 
(12.8
)
Non-GAAP income from continuing operations before income taxes
163.0

 
165.8

Non-GAAP net income
130.4

 
132.6

Tax provision
$
32.6

 
$
33.2

Non-GAAP tax rate
20
%
 
20
%

15


RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2020 GUIDANCE
(Unaudited)

Fiscal Year 2020 Adjusted Free Cash Flow Guidance
 
Fiscal Year Ending November 30, 2020
(In millions)
Low
 
High
Cash flows from operations (GAAP)
$
149

 
$
154

Purchases of property and equipment
(5
)
 
(5
)
Add back: restructuring payments
1

 
1

Adjusted free cash flow (non-GAAP)
$
145

 
$
150



16


RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q1 2020 GUIDANCE
(Unaudited)

Q1 2020 Revenue Guidance
 
Three Months Ended
 
Three Months Ending
 
February 28, 2019
 
February 29, 2020
(In millions)
 
 
Low
 
% Change
 
High
 
% Change
GAAP revenue
$
89.5

 
$
105.9

 
18
%
 
$
108.9

 
22
%
Acquisition-related adjustments - revenue(1)

 
4.1

 
*

 
4.1

 
*

Non-GAAP revenue
$
89.5

 
$
110.0

 
23
%
 
$
113.0

 
26
%
 
 
 
 
 
 
 
 
 
 
(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. Acquisition-related revenue adjustments relate to Progress' OpenEdge business segment for Ipswitch.
*Not meaningful

Q1 2020 Non-GAAP Earnings per Share Guidance
 
Three Months Ending February 29, 2020
 
Low
 
High
GAAP diluted earnings per share
$
0.40

 
$
0.42

Acquisition-related revenue
0.09

 
0.09

Stock-based compensation
0.14

 
0.14

Amortization of intangibles
0.13

 
0.13

Total adjustments
0.36

 
0.36

Income tax adjustment
(0.07
)
 
(0.07
)
Non-GAAP diluted earnings per share
$
0.69

 
$
0.71





17