e8vk
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 20, 2007
Progress Software Corporation
(Exact name of registrant as specified in its charter)
Commission file number: 0-19417
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Massachusetts
(State or other jurisdiction of
incorporation or organization)
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04-2746201
(I.R.S. employer
identification no.) |
14 Oak Park
Bedford, Massachusetts 01730
(Address of principal executive offices, including zip code)
(781) 280-4000
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Section 2 Financial Information
Item 2.02 Results of Operations and Financial Condition
On September 20, 2007, Progress Software Corporation issued a press release announcing financial
results for its third fiscal quarter ended August 31, 2007. A copy of this press release is
furnished as Exhibit 99.1 to this report. This information shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by
reference into any 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
(c) Exhibits
99.1 Press Release dated September 20, 2007
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.
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Date: September 20, 2007 |
Progress Software Corporation
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By: |
/s/ Norman R. Robertson
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Senior Vice President, |
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Finance and Administration and
Chief Financial Officer |
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exv99w1
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John Stewart
Progress Software Corporation
(781) 280-4101
jstewart@progress.com
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Claire Rowberry
Lewis PR
(617) 226-8841
progress@lewispr.com |
PROGRESS SOFTWARE REPORTS THIRD QUARTER RESULTS ENTERPRISE
INFRASTRUCTURE REVENUE UP 24%
BEDFORD, Mass.September 20, 2007 Progress Software Corporation (NASDAQ: PRGS), a provider
of leading application infrastructure software to develop, deploy, integrate and manage business
applications, today announced results for its third quarter ended August 31, 2007. Revenue for the
quarter was $122 million, up nine percent (five percent at constant currency) from $111 million in
the third quarter of fiscal 2006. Software license revenue increased four percent (flat at
constant currency) to $44 million from $42 million in the same quarter last year.
On a generally accepted accounting principles (GAAP) basis, operating income increased 46 percent
to $17.8 million from $12.2 million in the third quarter of fiscal 2006. Net income increased 47
percent to $13.0 million from $8.9 million in the same quarter last year. Diluted earnings per
share increased 43 percent to 30 cents from 21 cents in the third quarter of fiscal 2006.
On a non-GAAP basis, operating income increased 19 percent to $27.2 million from $22.8 million in
the same quarter last year. Non-GAAP net income increased 22 percent to $19.4 million from $15.9
million in the same quarter last year and non-GAAP diluted earnings per share increased 19 percent
to 44 cents per share from 37 cents in the third quarter of fiscal 2006.
The non-GAAP results in the third quarter of fiscal 2007 exclude after-tax charges of $2.9 million
for stock-based compensation, $2.9 million for amortization of acquired intangibles and $0.6
million for professional services fees associated with the investigation and shareholder derivative
lawsuits related to the companys historical stock option grant practices. The non-GAAP results in
the third quarter of fiscal 2006 exclude after-tax charges of $3.4 million for stock-based
compensation, $2.8 million for amortization of acquired intangibles and $0.8 million for
professional services fees associated with the investigation and shareholder derivative lawsuits
related to the companys historical stock option grant practices.
The companys cash and short-term investments at the end of the quarter totaled $307 million. The
company purchased no shares in the third quarter of fiscal 2007. On September 11, 2007, the board
of directors authorized the repurchase of up to 10 million shares of the companys outstanding
common stock, at such times when the company deems such purchases to be an effective use of cash,
during the period from October 1, 2007, through September 30, 2008. The companys existing
repurchase authorization, under which approximately 9.3 million shares remain available for
repurchase, expires on September 30, 2007.
Page 1 of 6
We achieved nine percent growth in revenue for the third quarter, with a 19 percent increase in
non-GAAP earnings per share. Our Enterprise Infrastructure product lines performed particularly
well in the third quarter, and year to date our newer product lines have achieved around 20% growth
while our Progress® OpenEdge® products have achieved solid results, stated Joseph Alsop,
co-founder and chief executive officer of Progress Software. We are pleased to see continuing
signs of success as we pursue our strategy of achieving growth in our OpenEdge business while
looking to our newer high-growth product lines to accelerate our growth as they become a larger
portion of our revenue.
Quarterly Highlights
Progress Software announced that the Financial Services Authority (FSA), the independent
non-governmental body that regulates the financial services industry in the UK, will use the
Progress Apama® Event Processing Platform to power SABRE II, its transaction monitoring and market
abuse detection system in order to monitor trading on UK markets and transactions reported to the
FSA in accordance with the requirements of the European Union Markets in Financial Instruments
Directive (MiFID) (http://www.progress.com/fsa).
Progress Software announced that Pacific Blue Cross, British Columbias largest provider of
extended health and dental benefits, has implemented the Progress Sonic ESB® (enterprise service
bus) to deliver new business services, reduce processing times, and offer competitive services to
its clients (http://www.progress.com/pacificblue).
DataDirect Technologies, an operating company of Progress Software Corporation, introduced the
DataDirect Connect64® for SSIS product, which provides support for every phase of the SQL Server
Integration Services (SSIS) application life cycle and enables the development, deployment and
32-bit or 64-bit runtime execution of Microsoft SSIS packages for non-SQL Server databases
including Sybase, Oracle and DB2 (http://www.progress.com/highperformance).
DataDirect Technologies announced that its DataDirect Connect® family of database drivers for JDBC
and ODBC and data providers for ADO.NET was named as best-in-class middleware in a new technology
assessment report by Ken North Computing, one of the industrys foremost authorities on data access
and database connectivity (http://www.progress.com/bestofbreed).
Progress Software announced that it had won a 2007 World BSS (Business Support Systems) Award in
the category of Innovation in Billing and Information Management based on a major CRM IT
transformation project, which included the implementation of a common front-end to operations
support systems/business support systems (OSS/BSS). For this task, Progress Software provided a
shared information/data (SID) based data integration solution using the Progress DataXtend
Semantic Integrator. The World BSS Awards are widely regarded as the highest industry recognition
of business support systems excellence and acknowledge best billing practices within the
telecommunications industry (http://www.progress.com/worldbss).
Progress Software announced the launch of the PowerAlgo product, a Korean-language version of the
Progress Apama Algorithmic Trading Platform. The PowerAlgo product was created by Koscom, a
leading Korean financial IT vendor and Apama strategic partner. It was the first
commercially-available algorithmic trading platform in Korea and is seamlessly integrated with
Koscoms existing Order Management System. It enables Koscom customers to algorithmically and
automatically trade equities, futures and options on the Korean Exchange (KRX)
(http://www.progress.com/poweralgo).
Page 2 of 6
Progress Software launched the Progress Apama FX Market Aggregation Accelerator. Combining a set of
FX (foreign exchange) integration adapters with pre-built Apama trading dashboards and foundation
FX algorithms, the Apama FX Market Aggregation Accelerator helps both sell- and buy-side traders
develop and deploy high-frequency foreign exchange trading strategies that capitalize on
proprietary trading techniques. The product will enable traders to accelerate the deployment of
trading strategies that can access multiple FX liquidity sources to identify best price and market
depth (http://www.progress.com/apamafx).
Progress Software announced the newest version of Progress EasyAsk® search, navigation and
merchandising software designed to significantly improve e-commerce performance. The new 64-bit
platform enhancement delivers a dramatic increase in both performance and scalability, and will
support online catalogues consisting of several million items that can be easily searched, found
and purchased. Cache performance has also been improved so that browsers and online shoppers
experience a faster return to previously searched items. Additionally, the size of the search index
has been compressed by 30%, and up to 50% less memory is required, both of which contribute
significantly to overall improved performance (http://www.progress.com/eaupgrades).
Progress Software announced the availability of version 7.0 of the Progress ObjectStore® Enterprise
platform (http://www.progress.com/objectstore7).
Significant New and Existing Customer and Partner Wins, New Technology Adoptions and Major
Deployments
Significant new and existing partners and customers adopting technology from Progress Software, or
deploying solutions using Progress technology, include: Administración Fiscal de Ingresos Públicos,
Alberta Motor Association, ALTICOR, American Airlines, Astera Software, Bank Tokyo Mitsubishi,
Barclays Global Investors, BBA Aviation, Beauty Alliance, Berkheimer Outsourcing, Bioware,
Boehringer Ingelheim do Brasil, Brentwood Public Schools, BTicino, Camfil Farr (Canada) Inc,
Carlson Companies, CB Richard Ellis, Cencosud, Cia Energetica Rio das Antas, CitiGroup,
Colgate-Palmolive Company, CPW Network Services, Crown Casino, DB Balance, Denso do Brasil,
Deutsche Bank, Deutsches Zentrum für Luft-und Raumfahrt e.V., Disney, DMSi, Document Sciences, Duas
Rodas Industrial, E*Trade Financial, Essex Group, Evaluadora De Credito, Farmers Alliance Mutual
Insurance, Financial Medical Systems, First Bank, FWU Malaysia, GE Money Bank, Genworth Financial,
Global Mobile Tech Philippines, Grupo Financiero Ve por Más, Hendrickson International, Highbridge
Capital Management, Hospital San Agustin, Hughes Network Systems, INSERM, Iron Mountain, Island
One, Jlt Management Services, JPMorgan Chase Bank, KBC Financial Products, LEAPFROG, MAHLE Group,
Manuvis, Menards, Ministerio de Hacienda de la Provincia de La Pampa, Mitsubishi Electronics,
Municipalidad de Salta, NCR, Nedbank Limited, New York Mercantile Exchange, New York Stock
Exchange, Nirvaco, Nordisk Mobiltelefon, Norfolk Southern, Northern Trust, Nutrisystem, Otto (GmbH
& Co KG), Pearson, Peninsula Hose & Hydraulics, Produban Servicios Informáticos, Reclassering
Nederland, Reed Hycalog Singapore, Renner Herrmann, Rutgers University, Sam Ellis Store, Sancor
CUL, Sherwin-Williams, Technoplast, Telstra, Telvent Farradyne, Textbooks.com, The Citco Group, The
Home Depot Mexico, The Pepsi Bottling Group Mexico, Time, T-Systems do Brasil, TTI, Royal Appliance
Mfg. Co, Unibanco AIG Seguros, Vermont Systems, Wetzel.
Page 3 of 6
Business Outlook
The company is providing the following guidance for the fourth fiscal quarter ending November 30,
2007:
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Revenue is expected to be in the range of $127 million to $129 million. |
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GAAP diluted earnings per share are expected to be in the range of 36 cents to
38 cents. |
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On a non-GAAP basis, diluted earnings per share are expected to be in the
range of 51 cents to 53 cents. |
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The non-GAAP projections exclude after-tax charges of approximately $3.6
million (eight cents per share) for stock-based compensation, approximately $2.5 million
(six cents per share) for amortization of acquired intangibles and approximately $0.5
million (one cent per share) for professional services fees associated with the stock
option accounting investigation and shareholder derivative lawsuits related to the
companys historical stock option grant practices. |
The company is providing the following guidance for the fiscal year ending November 30, 2007:
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Revenue is expected to be in the range of $484 million to $486 million. |
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GAAP diluted earnings per share are expected to be in the range of $1.05 to
$1.07. |
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On a non-GAAP basis, diluted earnings per share are expected to be in the
range of $1.73 to $1.75. |
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The non-GAAP projections exclude after-tax charges of approximately $16
million (36 cents per share) for stock-based compensation, approximately $11 million (25
cents per share) for amortization of acquired intangibles and an estimate of approximately
$3 million (seven cents per share) for professional services fees associated with the
investigation and shareholder derivative lawsuits related to the companys historical stock
option grant practices. |
The company is also providing the following guidance for the fiscal year ending November 30, 2008:
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Revenue is expected to be in the range of $505 million to $515 million. |
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GAAP diluted earnings per share are expected to be in the range of $1.33 to
$1.41. |
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On a non-GAAP basis, diluted earnings per share are expected to be in the
range of $1.85 to $1.93. |
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The non-GAAP projections exclude after-tax charges of approximately 30 cents
per share for stock-based compensation and approximately 22 cents per share for
amortization of acquired intangibles. |
Page 4 of 6
Legal Notice Regarding Non-GAAP Financial Information
The company provides non-GAAP operating income, net income and earnings per share as additional
information for investors. These measures are not in accordance with, or an alternative to,
generally accepted accounting principles in the United States (GAAP). Such measures are intended to
supplement GAAP and may be different from non-GAAP measures used by other companies. The company
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.
Management of the company uses these non-GAAP results to compare the companys performance to that
of prior periods for analysis of trends and for budget and planning purposes. Compensation of the
companys management and its employees is based in part on the performance of the business based on
these non-GAAP measures. A reconciliation of non-GAAP adjustments to the companys GAAP financial
results is included in the tables below.
Conference Call
The Progress Software conference call to discuss its third quarter results will be Webcast live
today at 9:00 a.m. Eastern Daylight Time on the companys Web site, located at
www.progress.com/investors. The call will also be Webcast live via Yahoo (www.yahoo.com), Motley
Fool (www.fool.com), Streetevents (www.streetevents.com), TD Waterhouse (www.tdwaterhouse.com) and
Fidelity.com (www.fidelity.com). An archived version of the conference call will be available for
replay.
Progress Software Corporation
Progress Software Corporation (NASDAQ: PRGS) provides application infrastructure software for the
development, deployment, integration and management of business applications. Our goal is to
maximize the benefits of information technology while minimizing its complexity and total cost of
ownership. Progress can be reached at www.progress.com or +1-781-280-4000.
Safe Harbor Statement
Except for the historical information and discussions contained herein, statements contained in
this release may constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties
and other factors that could cause actual results to differ materially, including but not limited
to the following: the receipt and shipment of new orders, the timely release of enhancements to the
companys products, the growth rates of certain market segments, the positioning of the companys
products in those market segments, variations in the demand for customer service and technical
support, pricing pressures and the competitive environment in the software industry, business and
consumer use of the Internet, and the companys ability to penetrate international markets and
manage its international operations; unanticipated consequences of the recent restatement of the
companys financial statements; the risk that the NASDAQ Stock Market will de-list the companys
common stock; risks associated with the SECs formal investigation of the companys option-grant
practices; the risk that the company will face additional claims and proceedings in connection with
those stock option grant practices, including additional shareholder litigation and additional
proceedings by the other governmental agencies; and the financial impact of the foregoing,
including potentially significant litigation defense costs and claims for indemnification and
advancement of expenses
Page 5 of 6
by directors, officers and others. The company undertakes no obligation to update information
contained in this release. For further information regarding risks and uncertainties associated
with the companys business, please refer to the companys filings with the Securities and Exchange
Commission.
Progress, DataDirect Connect64, Apama, DataDirect Connect, EasyAsk, OpenEdge, Sonic ESB,
ObjectStore, and Progress OpenEdge are trademarks or registered trademarks of Progress Software
Corporation or one of its subsidiaries or affiliates in the U.S. and other countries. Any other
trademarks or service marks contained herein are the property of their respective owners
END
Page 6 of 6
Progress Software Corporation
GAAP Condensed Consolidated Statements of Income
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Three Months Ended |
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August 31, |
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August 31, |
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Percent |
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(In thousands except per share data) |
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2007 |
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2006 |
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Change |
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Revenue: |
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Software licenses |
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$ |
44,011 |
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$ |
42,296 |
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4 |
% |
Maintenance and services |
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77,793 |
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69,066 |
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13 |
% |
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Total revenue |
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121,804 |
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|
111,362 |
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9 |
% |
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Costs of revenue: |
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Cost of software licenses |
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2,109 |
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|
2,034 |
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4 |
% |
Cost of maintenance and services |
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16,915 |
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15,044 |
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12 |
% |
Amortization of purchased technology |
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2,496 |
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2,255 |
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11 |
% |
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Total costs of revenue |
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21,520 |
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19,333 |
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11 |
% |
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Gross profit |
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100,284 |
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92,029 |
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9 |
% |
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Operating expenses: |
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Sales and marketing |
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47,644 |
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44,609 |
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7 |
% |
Product development |
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19,829 |
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19,288 |
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3 |
% |
General and administrative |
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13,188 |
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13,981 |
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(6 |
)% |
Amortization of other acquired intangibles |
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1,820 |
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1,961 |
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(7 |
)% |
Acquisition-related expenses |
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3 |
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(100 |
)% |
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Total operating expenses |
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82,481 |
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79,842 |
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3 |
% |
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Income from operations |
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17,803 |
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12,187 |
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46 |
% |
Other income, net |
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2,270 |
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1,668 |
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36 |
% |
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Income before provision for income taxes |
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20,073 |
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13,855 |
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45 |
% |
Provision for income taxes |
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7,026 |
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4,985 |
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41 |
% |
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Net income |
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$ |
13,047 |
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$ |
8,870 |
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47 |
% |
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Earnings per share: |
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Basic |
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$ |
0.31 |
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$ |
0.22 |
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41 |
% |
Diluted |
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$ |
0.30 |
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$ |
0.21 |
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43 |
% |
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Weighted average shares outstanding: |
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Basic |
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41,712 |
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|
41,137 |
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|
1 |
% |
Diluted |
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|
44,153 |
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|
|
42,901 |
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3 |
% |
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|
|
|
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|
|
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Nine Months Ended |
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|
August 31, |
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August 31, |
|
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Percent |
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|
|
2007 |
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|
2006 |
|
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Change |
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Revenue: |
|
|
|
|
|
|
|
|
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Software licenses |
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$ |
133,295 |
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$ |
126,433 |
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|
|
5 |
% |
Maintenance and services |
|
|
223,380 |
|
|
|
198,436 |
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|
|
13 |
% |
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
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|
356,675 |
|
|
|
324,869 |
|
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
Costs of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of software licenses |
|
|
5,661 |
|
|
|
6,061 |
|
|
|
(7 |
)% |
Cost of maintenance and services |
|
|
50,048 |
|
|
|
44,400 |
|
|
|
13 |
% |
Amortization of purchased technology |
|
|
7,480 |
|
|
|
5,772 |
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|
|
30 |
% |
|
|
|
|
|
|
|
|
|
|
|
Total costs of revenue |
|
|
63,189 |
|
|
|
56,233 |
|
|
|
12 |
% |
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
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|
293,486 |
|
|
|
268,636 |
|
|
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
138,034 |
|
|
|
132,236 |
|
|
|
4 |
% |
Product development |
|
|
61,013 |
|
|
|
57,561 |
|
|
|
6 |
% |
General and administrative |
|
|
47,248 |
|
|
|
40,213 |
|
|
|
17 |
% |
Amortization of other acquired intangibles |
|
|
5,746 |
|
|
|
5,328 |
|
|
|
8 |
% |
Acquisition-related expenses |
|
|
|
|
|
|
1,834 |
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|
|
(100 |
)% |
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
252,041 |
|
|
|
237,172 |
|
|
|
6 |
% |
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
41,445 |
|
|
|
31,464 |
|
|
|
32 |
% |
Other income, net |
|
|
4,981 |
|
|
|
2,883 |
|
|
|
73 |
% |
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes |
|
|
46,426 |
|
|
|
34,347 |
|
|
|
35 |
% |
Provision for income taxes |
|
|
16,250 |
|
|
|
11,850 |
|
|
|
37 |
% |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
30,176 |
|
|
$ |
22,497 |
|
|
|
34 |
% |
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.73 |
|
|
$ |
0.55 |
|
|
|
33 |
% |
Diluted |
|
$ |
0.69 |
|
|
$ |
0.52 |
|
|
|
33 |
% |
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
41,319 |
|
|
|
40,899 |
|
|
|
1 |
% |
Diluted |
|
|
43,742 |
|
|
|
43,144 |
|
|
|
1 |
% |
|
|
|
|
|
|
|
|
|
|
|
Progress Software Corporation
Reconciliation of GAAP to Non-GAAP Financial Measures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended August 31, 2007 |
|
|
Three Months Ended August 31, 2006 |
|
|
|
|
|
|
As |
|
|
|
|
|
|
|
|
|
|
As |
|
|
|
|
|
|
|
|
|
|
Percent |
|
(In thousands except per share data) |
|
Reported |
|
|
Adjustments |
|
|
Non-GAAP |
|
|
Reported |
|
|
Adjustments |
|
|
Non-GAAP |
|
|
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
$ |
121,804 |
|
|
|
|
|
|
$ |
121,804 |
|
|
$ |
111,362 |
|
|
|
|
|
|
$ |
111,362 |
|
|
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
$ |
17,803 |
|
|
$ |
9,390 |
|
|
$ |
27,193 |
|
|
$ |
12,187 |
|
|
$ |
10,631 |
|
|
$ |
22,818 |
|
|
|
19 |
% |
Amortization of acquired intangibles |
|
|
(4,316 |
) |
|
|
4,316 |
|
|
|
|
|
|
|
(4,216 |
) |
|
|
4,216 |
|
|
|
|
|
|
|
|
|
Acquisition-related expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
3 |
|
|
|
|
|
|
|
|
|
Stock option investigation (1) |
|
|
(896 |
) |
|
|
896 |
|
|
|
|
|
|
|
(1,304 |
) |
|
|
1,304 |
|
|
|
|
|
|
|
|
|
Stock-based compensation (2) |
|
|
(4,178 |
) |
|
|
4,178 |
|
|
|
|
|
|
|
(5,108 |
) |
|
|
5,108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating margin percentage |
|
|
14.6 |
% |
|
|
|
|
|
|
22.3 |
% |
|
|
10.9 |
% |
|
|
|
|
|
|
20.5 |
% |
|
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect on provision for income taxes from above
adjustments (3) |
|
$ |
7,026 |
|
|
$ |
2,992 |
|
|
$ |
10,018 |
|
|
$ |
4,985 |
|
|
$ |
3,621 |
|
|
$ |
8,606 |
|
|
|
16 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
13,047 |
|
|
$ |
6,398 |
|
|
$ |
19,445 |
|
|
$ |
8,870 |
|
|
$ |
7,010 |
|
|
$ |
15,880 |
|
|
|
22 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share diluted |
|
$ |
0.30 |
|
|
|
|
|
|
$ |
0.44 |
|
|
$ |
0.21 |
|
|
|
|
|
|
$ |
0.37 |
|
|
|
19 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding diluted |
|
|
44,153 |
|
|
|
|
|
|
|
44,153 |
|
|
|
42,901 |
|
|
|
|
|
|
|
42,901 |
|
|
|
3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended August 31, 2007 |
|
|
Nine Months Ended August 31, 2006 |
|
|
|
|
|
|
As |
|
|
|
|
|
|
|
|
|
|
As |
|
|
|
|
|
|
|
|
|
|
Percent |
|
|
|
Reported |
|
|
Adjustments |
|
|
Non-GAAP |
|
|
Reported |
|
|
Adjustments |
|
|
Non-GAAP |
|
|
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
$ |
356,675 |
|
|
|
|
|
|
$ |
356,675 |
|
|
$ |
324,869 |
|
|
|
|
|
|
$ |
324,869 |
|
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
$ |
41,445 |
|
|
$ |
34,566 |
|
|
$ |
76,011 |
|
|
$ |
31,464 |
|
|
$ |
31,112 |
|
|
$ |
62,576 |
|
|
|
21 |
% |
Amortization of acquired intangibles |
|
|
(13,226 |
) |
|
|
13,226 |
|
|
|
|
|
|
|
(11,100 |
) |
|
|
11,100 |
|
|
|
|
|
|
|
|
|
Acquisition-related expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,834 |
) |
|
|
1,834 |
|
|
|
|
|
|
|
|
|
Stock option investigation (1) |
|
|
(3,333 |
) |
|
|
3,333 |
|
|
|
|
|
|
|
(1,304 |
) |
|
|
1,304 |
|
|
|
|
|
|
|
|
|
Stock-based compensation (2) |
|
|
(18,007 |
) |
|
|
18,007 |
|
|
|
|
|
|
|
(16,874 |
) |
|
|
16,874 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating margin percentage |
|
|
11.6 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
9.7 |
% |
|
|
|
|
|
|
19.3 |
% |
|
|
11 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect on provision for income taxes from above
adjustments (3) |
|
$ |
16,250 |
|
|
$ |
11,288 |
|
|
$ |
27,538 |
|
|
$ |
11,850 |
|
|
$ |
10,073 |
|
|
$ |
21,923 |
|
|
|
26 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
30,176 |
|
|
$ |
23,278 |
|
|
$ |
53,454 |
|
|
$ |
22,497 |
|
|
$ |
21,039 |
|
|
$ |
43,536 |
|
|
|
23 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share diluted |
|
$ |
0.69 |
|
|
|
|
|
|
$ |
1.22 |
|
|
$ |
0.52 |
|
|
|
|
|
|
$ |
1.01 |
|
|
|
21 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding diluted |
|
|
43,742 |
|
|
|
|
|
|
|
43,742 |
|
|
|
43,144 |
|
|
|
|
|
|
|
43,144 |
|
|
|
1 |
% |
(1) |
|
Stock option investigation expenses are included within general and administrative expenses and primarily represent professional services fees associated with the Companys
the investigation and shareholder derivative lawsuits related to its historical stock option grant practices. |
|
(2) |
|
Stock-based compensation expense is included in the following GAAP operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended August 31, 2007 |
|
|
Three Months Ended August 31, 2006 |
|
|
|
GAAP |
|
|
Adjustments |
|
|
Non-GAAP |
|
|
GAAP |
|
|
Adjustments |
|
|
Non-GAAP |
|
Cost of software licenses |
|
$ |
24 |
|
|
$ |
(24 |
) |
|
$ |
|
|
|
|
33 |
|
|
$ |
(33 |
) |
|
$ |
|
|
Cost of maintenance and services |
|
|
286 |
|
|
|
(286 |
) |
|
|
|
|
|
|
374 |
|
|
|
(374 |
) |
|
|
|
|
Sales and marketing |
|
|
1,499 |
|
|
|
(1,499 |
) |
|
|
|
|
|
|
1,894 |
|
|
|
(1,894 |
) |
|
|
|
|
Product development |
|
|
960 |
|
|
|
(960 |
) |
|
|
|
|
|
|
1,171 |
|
|
|
(1,171 |
) |
|
|
|
|
General and administrative |
|
|
1,409 |
|
|
|
(1,409 |
) |
|
|
|
|
|
|
1,636 |
|
|
|
(1,636 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,178 |
|
|
$ |
(4,178 |
) |
|
$ |
|
|
|
$ |
5,108 |
|
|
$ |
(5,108 |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended August 31, 2007 |
|
|
Nine Months Ended August 31, 2006 |
|
|
|
GAAP |
|
|
Adjustments |
|
|
Non-GAAP |
|
|
GAAP |
|
|
Adjustments |
|
|
Non-GAAP |
|
Cost of software licenses |
|
$ |
98 |
|
|
$ |
(98 |
) |
|
$ |
|
|
|
$ |
110 |
|
|
$ |
(110 |
) |
|
$ |
|
|
Cost of maintenance and services |
|
|
1,153 |
|
|
|
(1,153 |
) |
|
|
|
|
|
|
1,251 |
|
|
|
(1,251 |
) |
|
|
|
|
Sales and marketing |
|
|
6,024 |
|
|
|
(6,024 |
) |
|
|
|
|
|
|
6,278 |
|
|
|
(6,278 |
) |
|
|
|
|
Product development |
|
|
3,827 |
|
|
|
(3,827 |
) |
|
|
|
|
|
|
3,860 |
|
|
|
(3,860 |
) |
|
|
|
|
General and administrative |
|
|
6,905 |
|
|
|
(6,905 |
) |
|
|
|
|
|
|
5,375 |
|
|
|
(5,375 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
18,007 |
|
|
$ |
(18,007 |
) |
|
$ |
|
|
|
$ |
16,874 |
|
|
$ |
(16,874 |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts represent the fair value of equity awards under SFAS 123R. Stock-base compensation expense in the nine months ended August 31, 2007 also includes
the cash settlement of equity awards to former employees for options that were cancelled or expired during the suspension of the issuance of shares under the companys option
plans, reimbursements for excise taxes resulting from the exercise of below market options in fiscal 2007 and make-whole cash payments to outside board
members of the Compensation Committee for options that were cancelled. |
|
(3) |
|
The provision for taxes was calculated reflecting an effective rate of 34% for the three and nine months ended August 31, 2007 and an effective rate of 35% and 34% for the three and
nine months ended August 31, 2006, respectively. |
Progress Software Corporation
Condensed Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
August 31, |
|
|
November 30, |
|
(In thousands) |
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
Cash and short-term investments |
|
$ |
306,971 |
|
|
$ |
241,315 |
|
Accounts receivable, net |
|
|
76,127 |
|
|
|
82,762 |
|
Other current assets |
|
|
34,020 |
|
|
|
36,062 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
417,118 |
|
|
|
360,139 |
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
62,869 |
|
|
|
57,585 |
|
Goodwill and intangible assets, net |
|
|
221,645 |
|
|
|
232,927 |
|
Other assets |
|
|
18,943 |
|
|
|
19,588 |
|
|
|
|
|
|
|
|
Total |
|
$ |
720,575 |
|
|
$ |
670,239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders equity |
|
|
|
|
|
|
|
|
Accounts payable and other current liabilities |
|
$ |
79,823 |
|
|
$ |
93,195 |
|
Short-term deferred revenue |
|
|
129,659 |
|
|
|
120,974 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
209,482 |
|
|
|
214,169 |
|
|
|
|
|
|
|
|
Long-term deferred revenue |
|
|
9,048 |
|
|
|
6,355 |
|
Other liabilities |
|
|
5,211 |
|
|
|
5,151 |
|
Shareholders equity: |
|
|
|
|
|
|
|
|
Common stock and additional paid-in capital |
|
|
225,878 |
|
|
|
197,748 |
|
Retained earnings |
|
|
270,956 |
|
|
|
246,816 |
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
496,834 |
|
|
|
444,564 |
|
|
|
|
|
|
|
|
Total |
|
$ |
720,575 |
|
|
$ |
670,239 |
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended August 31, |
|
(In thousands except per share data) |
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
Cash flows from operations: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
30,176 |
|
|
$ |
22,497 |
|
Depreciation, amortization and other noncash items |
|
|
39,092 |
|
|
|
35,598 |
|
Other changes in operating assets and liabilities |
|
|
4,508 |
|
|
|
(9,788 |
) |
|
|
|
|
|
|
|
Net cash flows from operations |
|
|
73,776 |
|
|
|
48,307 |
|
Capital expenditures |
|
|
(14,625 |
) |
|
|
(12,305 |
) |
Acquisitions, net of cash acquired |
|
|
|
|
|
|
(72,066 |
) |
Share issuances (repurchases), net |
|
|
5,140 |
|
|
|
282 |
|
Other |
|
|
1,365 |
|
|
|
6,478 |
|
|
|
|
|
|
|
|
Net change in cash and short-term investments |
|
|
65,656 |
|
|
|
(29,304 |
) |
Cash and short-term investments, beginning of period |
|
|
241,315 |
|
|
|
266,420 |
|
|
|
|
|
|
|
|
Cash and short-term investments, end of period |
|
$ |
306,971 |
|
|
$ |
237,116 |
|
|
|
|
|
|
|
|