prgs-20240116
0000876167falsePROGRESS SOFTWARE CORP /MA00008761672024-01-162024-01-16


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, 2024
Date of Report (Date of earliest event reported)
 Progress Software Corporation
(Exact name of registrant as specified in its charter)
 
Delaware0-1941704-2746201
(State or other jurisdiction of incorporation or organization)(Commission file number)(I.R.S. Employer Identification No.)
15 Wayside Road, Suite 400
Burlington, Massachusetts 01803
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per sharePRGSThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company 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.



Item 2.02 Results of Operations and Financial Condition

On January 16, 2024, Progress Software Corporation ("Progress") issued a press release announcing its financial results for the fiscal fourth quarter ended November 30, 2023. 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.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any other filing by Progress under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

Item 7.01 Regulation FD Disclosure

In connection with the issuance of the press release attached hereto as Exhibit 99.1, the supplemental data attached as Exhibit 99.2 to this Current Report will be available on the Progress website within the investor relations section prior to the live conference call.

The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any other filing by Progress under the Securities Act or the Exchange Act, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.
Exhibit No.Description
99.1
99.2
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



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, 2024Progress Software Corporation
By:/s/ ANTHONY FOLGER
Anthony Folger
Chief Financial Officer



Document
https://cdn.kscope.io/a7c89287dddb1f0a9f36d319741f413b-newprogresslogoa23a.jpg
Exhibit 99.1

P R E S S A N N O U N C E M E N T

Progress Reports 2023 Fiscal Fourth Quarter and Year End Results

Fourth Quarter Revenues and Earnings Per Share Ahead of Estimates
ARR Growth of 17% Year-over-Year

BURLINGTON, Mass, January 16, 2024 (GlobeNewswire) — Progress (NASDAQ: PRGS), the trusted provider of infrastructure software, today announced financial results for its fiscal fourth quarter and fiscal year ended November 30, 2023.

Fourth Quarter 2023 Highlights1:

Revenue of $177.0 million increased 13% year-over-year on an actual currency basis and 11% year-over-year on a constant currency basis.
Non-GAAP revenue of $177.5 million increased 12% year-over-year on an actual currency basis and 10% year-over-year on a constant currency basis.
Annualized Recurring Revenue (“ARR”) of $574 million increased 17% year-over-year on a constant currency basis.
Operating margin was 13% and non-GAAP operating margin was 35%.
Diluted earnings per share was $0.34 compared to $0.54 in the same quarter last year, a decrease of 37%.
Non-GAAP diluted earnings per share was $1.02 compared to $1.12 in the same quarter last year, a decrease of 9%.

“I am extremely pleased with our strong finish to fiscal 2023,” said Yogesh Gupta, CEO at Progress. “We executed at or ahead of plan each quarter, generated $175 million in adjusted free cash flow, and substantially integrated MarkLogic ahead of schedule. In the fourth quarter, we paid down another $30 million of debt, and we remain well-positioned operationally and financially for our next acquisition. MarkLogic will contribute to full-year results in fiscal 2024, further propelling our operating income and cash flow, as well as revenues. We’re looking forward to another great year ahead.”

Additional financial highlights included(1):
Three Months Ended
GAAP
Non-GAAP1
(In thousands, except percentages and per share amounts)November 30, 2023November 30, 2022% ChangeNovember 30, 2023November 30, 2022% Change
Revenue$176,970 $157,127 13 %$177,523 $159,174 12 %
Income from operations$22,537 $30,443 (26)%$62,515 $61,983 %
Operating margin13 %19 %(600) bps35 %39 %(400) bps
Net income$15,335 $23,708 (35)%$45,769 $49,238 (7)%
Diluted earnings per share$0.34 $0.54 (37)%$1.02 $1.12 (9)%
Cash from operations (GAAP) /Adjusted free cash flow (non-GAAP)$33,161 $40,137 (17)%$32,893 $37,462 (12)%

Other fiscal fourth quarter 2023 metrics and recent results included:

Cash and cash equivalents were $127.0 million at the end of the quarter.
Days sales outstanding was 62 days consistent with 62 days in the fiscal fourth quarter of 2022, and 49 days in the fiscal third quarter of 2023.
On January 9, 2024, our Board of Directors declared a quarterly dividend of $0.175 per share of common stock, which will be paid on March 15, 2024 to shareholders of record as of the close of business on March 1, 2024.

1 See Important Information Regarding Non-GAAP Financial Information and a reconciliation of non-GAAP adjustments to Progress' GAAP financial results at the end of this press release.
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“Our Q4 2023 results were again strong across nearly every metric, with ARR up 17% year-over-year and net retention again at 100%, in line with our target.” said Anthony Folger, CFO at Progress. “Our balance sheet is in excellent shape, our operations continue to improve, we are continually enhancing our ability to acquire and integrate to achieve solid returns, and the company is poised to deliver another strong performance in the coming year.”

Full Year Results
Fiscal Year Ended
GAAP
Non-GAAP1
(In thousands, except percentages and per share amounts)November 30, 2023November 30, 2022% ChangeNovember 30, 2023November 30, 2022% Change
Revenue$694,439 $602,013 15 %$698,150 $610,618 14 %
Income from operations$110,523 $132,131 (16)%$270,637 $242,088 12 %
Operating margin16 %22 %(600) bps39 %40 %(100) bps
Net income$70,197 $95,069 (26)%$194,214 $182,774 %
Diluted earnings per share$1.57 $2.15 (27)%$4.35 $4.13 %
Cash from operations (GAAP) /Adjusted free cash flow (non-GAAP)$173,920 $192,160 (9)%$175,453 $189,418 (7)%

2024 Business Outlook

Progress provides the following guidance for the fiscal year ending November 30, 2024 and the fiscal first quarter ending February 29, 2024, together with actual results for the same periods in the fiscal year ending November 30, 2023:

FY 2024 GuidanceFY 2023 Actual
(In millions, except percentages and per share amounts)FY 2024
GAAP
FY 2024
Non-GAAP1
FY 2023
GAAP
FY 2023
Non-GAAP1
Revenue$722 - $732$722 - $732$694 $698 
Diluted earnings per share$1.94 - $2.06$4.58 - $4.68$1.57 $4.35 
Operating margin19% - 20%39% - 40%16%39%
Cash from operations (GAAP) /
Adjusted free cash flow (non-GAAP)
$202 - $212$202 - $212$174 $175 
Effective tax rate21 %20 %12%19%
Q1 2024 GuidanceQ1 2023 Actual
(In millions, except per share amounts)Q1 2024
GAAP
Q1 2024
Non-GAAP
Q1 2023
GAAP
Q1 2023
Non-GAAP
Revenue$180 - $184$180 - $184$164 $166 
Diluted earnings per share$0.38 - $0.42$1.12 - $1.16$0.53 $1.19 

Based on current exchange rates, the expected positive currency translation impact on our:

Fiscal year 2024 business outlook compared to 2023 exchange rates is approximately $2.3 million on GAAP and non-GAAP revenue.
GAAP and non-GAAP diluted earnings per share for fiscal year 2024 is approximately $0.02.
Fiscal Q1 2024 business outlook compared to 2023 exchange rates on GAAP and non-GAAP revenue is approximately $1.0 million.
GAAP and non-GAAP diluted earnings per share for fiscal Q1 2024 is approximately $0.01.

To the extent that there are changes in exchange rates versus the current environment and/or our expectations, this may have an impact on Progress' business outlook.

2


Conference Call

Progress will hold a conference call to review its financial results for the fiscal fourth quarter of 2023 at 5:00 p.m. ET on Tuesday, January 16, 2024. Participants must register for the conference call here: https://register.vevent.com/register/BI2cac545d106e49b5a6d3d34a92aa7ff4. The webcast can be accessed at: https://edge.media-server.com/mmc/p/fnimqsgo. The conference call will include comments followed by questions and answers. Attendees must register for the webcast and 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.

Important Information Regarding Non-GAAP Financial Information

Progress furnishes certain non-GAAP supplemental information to our financial results. We use such non-GAAP financial measures to evaluate our period-over-period operating performance because our management team believes that by excluding the effects of certain GAAP-related items that in their opinion do not reflect the ordinary earnings of our operations, such information helps to illustrate underlying trends in our business and provides us with a more comparable measure of our continuing business, as well as greater understanding of the results from the primary operations of our business. Management also uses such non-GAAP financial measures to establish budgets and operational goals, evaluate performance, and allocate resources. In addition, the compensation of our executives and non-executive employees is based in part on the performance of our business as evaluated by such non-GAAP financial measures. We believe these non-GAAP financial measures enhance investors’ overall understanding of our current financial performance and our prospects for the future by: (i) providing more transparency for certain financial measures, (ii) presenting disclosure that helps investors understand how we plan and measure the performance of our business, (iii) affords a view of our operating results that may be more easily compared to our peer companies, and (iv) enables investors to consider our operating results on both a GAAP and non-GAAP basis (including following the integration period of our prior and proposed 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 may have a material impact on Progress’ financial results. A reconciliation of non-GAAP adjustments to Progress' GAAP financial results is included in the tables at the end of this press release.

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 - We include acquisition-related revenue, which constitutes revenue reflected as pre-acquisition deferred revenue that would have been recognized prior to our adoption of Accounting Standards Update No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) during the fourth quarter of fiscal year 2021. The acquisition-related revenue in our results relates to Chef Software, Inc. and Ipswitch, Inc., which we acquired on October 5, 2020 and April 30, 2019, respectively. Since GAAP accounting required the elimination of this revenue prior to the adoption of ASU 2021-08, 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. Upon our adoption of ASU 2021-08, this adjustment is no longer applicable to subsequent acquisitions. The adjustments related to our acquisitions of Ipswitch and Chef were completed as of the end of fiscal years 2022 and 2023, respectively.
Amortization of acquired intangibles - 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. Adjustments include preliminary estimates relating to the valuation of intangible assets from MarkLogic Corporation (“MarkLogic”), which we acquired on February 7, 2023. The final amounts will not be available until the Company's internal procedures and reviews are completed.
Stock-based compensation - We exclude stock-based compensation to be consistent with the way management and, in our view, the overall 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.
Restructuring expenses and other - In all periods presented, we exclude restructuring expenses incurred because those expenses distort trends and are not part of our core operating results. Adjustments include preliminary estimates
3


relating to restructuring expenses from MarkLogic. The final amounts will not be available until the Company's internal procedures and reviews are completed.
Acquisition-related expenses - We exclude acquisition-related expenses in order to provide a more meaningful comparison 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.
Cyber incident and vulnerability response expenses, net
Cyber incident - We exclude certain expenses resulting from the detection of irregular activity on certain portions of our corporate network, as more thoroughly described in the Form 8-K that we filed on December 19, 2022.
MOVEit Vulnerability - We exclude certain expenses resulting from the zero-day MOVEit Vulnerability, as more thoroughly described in the Form 8-K that we filed on June 5, 2023 and Form 10-Qs filed on July 7, 2023 and October 10, 2023. We currently intend to provide additional updates regarding the MOVEit Vulnerability in our Form 10-K for the fiscal year ended November 30, 2023.
Expenses include costs to investigate and remediate these cyber related matters, as well as legal and other professional services related thereto. Expenses related to such cyber matters are provided net of expected insurance recoveries, although the timing of recognizing insurance recoveries may differ from the timing of recognizing the associated expenses. Costs associated with the enhancement of our cybersecurity program are not included within this adjustment. We expect to continue to incur legal and other professional services expenses in future periods associated with the MOVEit vulnerability. We do not expect to incur additional costs associated with the cyber incident as the investigation is closed. Expenses related to such cyber matters are expected to result in operating expenses that would not have otherwise been incurred in the normal course of business operations. We believe that excluding these costs facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.
Gain on sale of assets held for sale - We exclude the gain associated with the sale of our Bedford, Massachusetts headquarters during fiscal year 2022. We don’t believe such gains are part of our core operating results because they are inconsistent in amount and frequency and therefore may distort operating trends.
Income tax adjustment - 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. 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.
Annual Recurring Revenue (ARR) - We provide an ARR performance metric to help investors better understand and assess the performance of our business because our mix of revenue generated from recurring sources has increased in recent years. ARR represents the annualized contract value for all active and contractually binding term-based contracts at the end of a reporting period. ARR includes maintenance, software upgrade rights, public cloud and on-premises subscription-based transactions and managed services. ARR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with, or to replace, either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.
Net Retention Rate - We calculate net retention rate as of a period end by starting with the ARR from the cohort of all customers as of 12 months prior to such period end ("Prior Period ARR"). We then calculate the ARR from these same customers as of the current period end ("Current Period ARR"). Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months but excludes ARR from new customers in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the net retention rate. Net retention rate is not calculated in accordance with GAAP.
4



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.

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 (including future acquisition activity) 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: (i) 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; (ii) 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; (iii) 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; (iv) if the security measures for our software, services, other offerings or our internal information technology infrastructure are compromised or subject to a successful cyber-attack, or if our software offerings contain significant coding or configuration errors or zero-day vulnerabilities (as we experienced in May 2023 with the MOVEit Vulnerability), we may experience reputational harm, legal claims and financial exposure; and the results of inquiries, investigations and legal claims regarding the MOVEit Vulnerability remain uncertain, while the ultimate resolution of these matters could result in losses that may be material to our financial results for a particular period; and (v) future acquisitions may not be successful or may involve unanticipated costs or other integration issues that could disrupt our existing operations; and (vi) expected synergies and benefits of the MarkLogic acquisition may not be realized which could negatively impact our future results of operations and financial condition. 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, 2022 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended May 31, 2023 and August 31, 2023. 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) provides software that enables organizations to develop and deploy their mission-critical applications and experiences, as well as effectively manage their data platforms, cloud and IT infrastructure. As an experienced, trusted provider, we make the lives of technology professionals easier. Over 4 million developers and technologists at hundreds of thousands of enterprises depend on Progress. Learn more at www.progress.com.

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.

Investor Contact:Press Contact:
Michael MiccicheErica McShane
Progress SoftwareProgress Software
+1 781 850 8450+1 781 280 4000
Investor-Relations@progress.comPR@progress.com
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months EndedFiscal Year Ended
(In thousands, except per share data)November 30, 2023November 30, 2022% ChangeNovember 30, 2023November 30, 2022% Change
Revenue:
Software licenses$56,270 $53,154 %$220,789 $188,336 17 %
Maintenance and services120,700 103,973 16 %473,650 413,677 14 %
Total revenue176,970 157,127 13 %694,439 602,013 15 %
Costs of revenue:
Cost of software licenses3,155 2,574 23 %11,153 10,243 %
Cost of maintenance and services22,592 15,470 46 %85,255 62,177 37 %
Amortization of acquired intangibles7,916 5,487 44 %30,169 22,076 37 %
Total costs of revenue33,663 23,531 43 %126,577 94,496 34 %
Gross profit143,307 133,596 %567,862 507,517 12 %
Operating expenses:
Sales and marketing43,563 39,992 %156,076 140,760 11 %
Product development34,005 28,602 19 %132,401 114,568 16 %
General and administrative22,111 21,537 %83,157 77,876 %
Amortization of acquired intangibles17,605 11,538 53 %66,430 46,868 42 %
Restructuring expenses2,177 95 *8,407 879 *
Acquisition-related expenses271 787 (66)%4,704 4,603 %
Cyber incident and vulnerability response expenses, net1,038 602 72 %6,164 602 924 %
Gain on sale of assets held for sale— — *— (10,770)*
Total operating expenses120,770 103,153 17 %457,339 375,386 22 %
Income from operations22,537 30,443 (26)%110,523 132,131 (16)%
Other expense, net(8,365)(3,667)(128)%(30,866)(14,876)(107)%
Income before income taxes14,172 26,776 (47)%79,657 117,255 (32)%
(Benefit) provision for income taxes(1,163)3,068 (138)%9,460 22,186 (57)%
Net income$15,335 $23,708 (35)%$70,197 $95,069 (26)%
Earnings per share:
Basic$0.35 $0.55 (36)%$1.62 $2.19 (26)%
Diluted$0.34 $0.54 (37)%$1.57 $2.15 (27)%
Weighted average shares outstanding:
Basic43,729 43,134 %43,456 43,475 — %
Diluted44,829 44,091 %44,658 44,247 %
Cash dividends declared per common share$0.175 $0.175 — %$0.700 $0.700 — %
*not meaningful

Stock-based compensation is included in the condensed consolidated statements of operations, as follows:
Cost of revenue$830 $559 48 %$2,976 $1,969 51 %
Sales and marketing1,770 1,461 21 %6,797 4,884 39 %
Product development3,102 2,778 12 %12,214 10,326 18 %
General and administrative4,716 6,186 (24)%18,542 19,915 (7)%
Total$10,418 $10,984 (5)%$40,529 $37,094 %


6



CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
(In thousands)November 30, 2023November 30, 2022
Assets
Current assets:
Cash and cash equivalents$126,958 $256,277 
Accounts receivable, net125,825 97,834 
Unbilled receivables29,965 29,158 
Other current assets48,040 42,784 
Total current assets330,788 426,053 
Property and equipment, net15,225 14,927 
Goodwill and intangible assets, net1,186,379 888,392 
Right-of-use lease assets18,711 17,574 
Long-term unbilled receivables28,373 39,936 
Other assets23,307 24,597 
Total assets$1,602,783 $1,411,479 
Liabilities and shareholders' equity
Current liabilities:
Accounts payable and other current liabilities$92,805 $76,629 
Current portion of long-term debt, net13,109 6,234 
Short-term operating lease liabilities10,114 7,471 
Short-term deferred revenue, net236,090 227,670 
Total current liabilities352,118 318,004 
Long-term debt, net356,111 259,220 
Long-term operating lease liabilities13,000 15,041 
Long-term deferred revenue, net58,946 54,770 
Convertible senior notes, net354,772 352,625 
Other long-term liabilities8,121 13,315 
Shareholders' equity:
Common stock and additional paid-in capital371,017 332,083 
Retained earnings88,698 66,421 
Total shareholders' equity459,715 398,504 
Total liabilities and shareholders' equity$1,602,783 $1,411,479 


7


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)  
 Three Months EndedFiscal Year Ended
(In thousands)November 30, 2023November 30, 2022November 30, 2023November 30, 2022
Cash flows from operating activities:
Net income$15,335 $23,708 $70,197 $95,069 
Depreciation and amortization27,862 19,022 105,294 76,844 
Gain on sale of assets held for sale— — — (10,770)
Stock-based compensation10,418 10,984 40,529 37,094 
Other non-cash adjustments(7,669)(5,390)(18,760)953 
Changes in operating assets and liabilities(12,785)(8,187)(23,340)(7,030)
Net cash flows from operating activities33,161 40,137 173,920 192,160 
Capital expenditures(2,389)(3,004)(5,570)(6,090)
Issuances of common stock, net of repurchases
1,621 4,264 (8,006)(60,876)
Dividend payments to shareholders(7,885)(7,712)(31,554)(31,063)
Payments for acquisitions, net of cash acquired— — (355,250)— 
Proceeds from the issuance of debt, net of payment of issuance costs— (304)195,000 5,213 
Principal payment on term loan and repayment of revolving line of credit(31,718)(1,719)(91,875)(6,873)
Other(3,831)(249)(5,984)6,433 
Net change in cash and cash equivalents(11,041)31,413 (129,319)98,904 
Cash and cash equivalents, beginning of period137,999 224,864 256,277 157,373 
Cash and cash equivalents, end of period$126,958 $256,277 $126,958 $256,277 

8


RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES1
(Unaudited)
 Three Months EndedFiscal Year Ended
(In thousands, except per share data)November 30, 2023November 30, 2022November 30, 2023November 30, 2022
Adjusted revenue:
GAAP revenue$176,970 $157,127 $694,439 $602,013 
Acquisition-related revenue553 2,047 3,711 8,605 
Non-GAAP revenue$177,523 $159,174 $698,150 $610,618 
Adjusted income from operations:
GAAP income from operations$22,537 $30,443 $110,523 $132,131 
Amortization of acquired intangibles25,521 17,025 96,599 68,944 
Stock-based compensation10,418 10,984 40,529 37,094 
Restructuring expenses and other2,177 95 8,407 879 
Acquisition-related revenue and expenses824 2,834 8,415 13,208 
Cyber incident and vulnerability response expenses, net1,038 602 6,164 602 
Gain on sale of assets held for sale— — — (10,770)
Non-GAAP income from operations$62,515 $61,983 $270,637 $242,088 
Adjusted net income:
GAAP net income $15,335 $23,708 $70,197 $95,069 
Amortization of acquired intangibles25,521 17,025 96,599 68,944 
Stock-based compensation10,418 10,984 40,529 37,094 
Restructuring expenses and other2,177 95 8,407 879 
Acquisition-related revenue and expenses824 2,834 8,415 13,208 
Cyber incident and vulnerability response expenses, net1,038 602 6,164 602 
Gain on sale of assets held for sale— — — (10,770)
Provision for income taxes(9,544)(6,010)(36,097)(22,252)
Non-GAAP net income$45,769 $49,238 $194,214 $182,774 
Adjusted diluted earnings per share:
GAAP diluted earnings per share$0.34 $0.54 $1.57 $2.15 
Amortization of acquired intangibles0.57 0.39 2.16 1.56 
Stock-based compensation0.23 0.26 0.91 0.83 
Restructuring expenses and other0.05 — 0.19 0.02 
Acquisition-related revenue and expenses0.02 0.06 0.19 0.30 
Cyber incident and vulnerability response expenses, net0.02 0.01 0.14 0.01 
Gain on sale of assets held for sale— — — (0.24)
Provision for income taxes(0.21)(0.14)(0.81)(0.50)
Non-GAAP diluted earnings per share$1.02 $1.12 $4.35 $4.13 
Non-GAAP weighted avg shares outstanding - diluted44,829 44,091 44,658 44,247 
9


OTHER NON-GAAP FINANCIAL MEASURES1
(Unaudited)

Adjusted Free Cash Flow
Three Months EndedFiscal Year Ended
(In thousands)November 30, 2023November 30, 2022% ChangeNovember 30, 2023November 30, 2022% Change
Cash flows from operations$33,161 $40,137 (17)%$173,920 $192,160 (9)%
Purchases of property and equipment(2,389)(3,004)(20)%(5,570)(6,090)(9)%
Free cash flow30,772 37,133 (17)%168,350 186,070 (10)%
Add back: restructuring payments2,121 329 545 %7,103 3,348 112 %
Adjusted free cash flow$32,893 $37,462 (12)%$175,453 $189,418 (7)%



10


RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2024 GUIDANCE1
(Unaudited)
Fiscal Year 2024 Revenue Guidance
Fiscal Year EndedFiscal Year Ending
November 30, 2023November 30, 2024
(In millions)Low% ChangeHigh% Change
GAAP revenue$694.4 $722.0 %$732.0 %
Acquisition-related adjustments - revenue3.8 — (100)%— (100)%
Non-GAAP revenue$698.2 $722.0 %$732.0 %

Fiscal Year 2024 Non-GAAP Operating Margin Guidance
Fiscal Year Ending November 30, 2024
(In millions)LowHigh
GAAP income from operations$138.1 $145.4 
GAAP operating margin19 %20 %
Restructuring expense and other2.3 2.3 
Stock-based compensation47.7 47.7 
Acquisition-related expenses3.6 3.6 
Amortization of intangibles89.4 89.4 
Cyber incident and vulnerability response expenses, net4.0 4.0 
Total adjustments(2)
147.0 147.0 
Non-GAAP income from operations$285.1 $292.4 
Non-GAAP operating margin39 %40 %
(2)Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from MarkLogic and restructuring expenses. The final amounts will not be available until the Company's internal procedures and reviews are completed.

Fiscal Year 2024 Non-GAAP Earnings per Share and Effective Tax Rate Guidance
Fiscal Year Ending November 30, 2024
(In millions, except per share data)LowHigh
GAAP net income$87.2 $93.0 
Adjustments (from previous table)147.0 147.0 
Income tax adjustment(3)
(28.3)(28.2)
Non-GAAP net income$205.9 $211.8 
GAAP diluted earnings per share$1.94 $2.06 
Non-GAAP diluted earnings per share$4.58 $4.68 
Diluted weighted average shares outstanding45.0 45.2 


3 Tax adjustment is based on a non-GAAP effective tax rate of approximately 20%, calculated as follows:
Non-GAAP income from operations$285.1 $292.4 
Other (expense) income(27.7)(27.7)
Non-GAAP income from continuing operations before income taxes257.4 264.7 
Non-GAAP net income205.9 211.8 
Tax provision$51.5 $52.9 
Non-GAAP tax rate20 %20 %
11


RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2024 GUIDANCE1
(Unaudited)

Fiscal Year 2024 Adjusted Free Cash Flow Guidance
Fiscal Year Ending November 30, 2024
(In millions)LowHigh
Cash flows from operations (GAAP)$202 $212 
Purchases of property and equipment(5)(5)
Add back: restructuring payments
Adjusted free cash flow (non-GAAP)$202 $212 

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q1 2024 GUIDANCE1
(Unaudited)

Q1 2024 Revenue Guidance
Three Months EndedThree Months Ending
February 28, 2023February 29, 2024
(In millions)Low% ChangeHigh% Change
GAAP revenue$164.2 $180.0 10 %$184.0 12 %
Acquisition-related adjustments - revenue1.4 — (100)%— (100)%
Non-GAAP revenue$165.6 $180.0 %$184.0 11 %

Q1 2024 Non-GAAP Earnings per Share Guidance
Three Months Ending February 29, 2024
LowHigh
GAAP diluted earnings per share$0.38 $0.42 
Acquisition-related expense0.02 0.02 
Stock-based compensation0.27 0.27 
Amortization of intangibles0.57 0.57 
Restructuring expense and other0.02 0.02 
Cyber incident and vulnerability response expenses, net0.04 0.04 
Total adjustments0.92 0.92 
Income tax adjustment(0.18)(0.18)
Non-GAAP diluted earnings per share$1.12 $1.16 



12
q423supplementaldeck
Q4 2023 Supplemental Data January 16, 2024 Progress Financial Results


 
2© 2023 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Forward Looking Statements This presentation 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 presentation include, but are not limited to, statements regarding Progress’s strategy; future revenue growth, operating margin and cost savings; future acquisitions; and other statements regarding the future operation, direction, prospects and success of Progress’s business. 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: (i) 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; (ii) 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; (iii) 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; (iv) if the security measures for our software, services, other offerings or our internal information technology infrastructure are compromised or subject to a successful cyber-attack, or if our software offerings contain significant coding or configuration errors or zero-day vulnerabilities (as we experienced in May 2023 with the MOVEit Vulnerability), we may experience reputational harm, legal claims and financial exposure; and the results of inquiries, investigations and legal claims regarding the MOVEit Vulnerability remain uncertain, while the ultimate resolution of these matters could result in losses that may be material to our financial results for a particular period; and (v) future acquisitions may not be successful or may involve unanticipated costs or other integration issues that could disrupt our existing operations; and (vi) expected synergies and benefits of the MarkLogic acquisition may not be realized which could negatively impact our future results of operations and financial condition. 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, 2022 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended May 31, 2023 and August 31, 2023. Progress undertakes no obligation to update any forward-looking statements, which speak only as of the date of this presentation. Non-GAAP Financial Measures We refer to certain non-GAAP financial measures in this presentation, including but not limited to, non-GAAP revenue, non-GAAP income from operations and operating margin, adjusted free cash flow, annual recurring revenue ("ARR"), Net Retention Rate ("NRR"), and non-GAAP diluted earnings per share. These non-GAAP measures are not prepared in accordance with generally accepted accounting principles (“GAAP”). Please see "Important Information Regarding Non-GAAP Financial Information" below for additional information. A reconciliation between non-GAAP measures and the most directly comparable GAAP measures appears in our earnings press release for the fiscal quarter ended November 30, 2023, which is furnished on a Form 8-K concurrently with this presentation and is available in the Investor Relations section of our website.


 
3© 2023 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. What: When: Time: To register for the Live Call: Live / Recorded Webcast: Please note: Webcast is listen-only. Conference Call Details Progress Fiscal Q4 Financial Results Tuesday, January 16, 2024 5:00 p.m. ET Please go to this link to retrieve dial-in details. https://edge.media-server.com/mmc/p/fnimqsgo


 
4© 2023 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Revenue and EPS ahead of estimates; Retention Rate 100%; Strong Balance Sheet All figures presented are non-GAAP. Definitions of non-GAAP financial measures (including ARR and NRR) can be found in "Important Information Regarding Non-GAAP Financial Information". Summary Highlights Q4 2023 • Revenues of $178M increased 10% year over year in constant currency and above high end of prior guidance of $171M - $177M. • ARR: $574M, up 17% year-over-year in constant currency, 1% pro-forma; NRR 100%. • Operating margins strong at 35%. • EPS: $1.02, above high end of prior guidance of $0.87 - $0.93. • FY24 guidance: Revenue of $722M - $732M; EPS of $4.58 - $4.68. • 1Q’24 guidance: Revenue $180M - $184M; EPS $1.12 - $1.16. • Strong Balance Sheet: net leverage remains modest; $30M of debt paid down with excess FCF in Q4. • MarkLogic integration substantially complete in 4Q23.


 
5© 2023 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Annualized Recurring Revenue Trend All periods reported in constant currency, using current year budgeted exchange rates MarkLogic ARR ~$80M ARR growth = 1.2% year-over-year + Net Retention Rate between 100%-102% = Predictable and durable top line performance


 
6© 2023 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Note: ARR is a Non-GAAP operating metric and does not have a standardized definition. It is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers. Annualized Recurring Revenue (amounts reported in constant currency) “As Reported” MarkLogic adds ~$80M of ARR ARR growth = 17% year-over-year Net Retention Rate between 100%-102% “Pro Forma” MarkLogic ARR included in both periods presented ARR growth = 1% year-over-year Net Retention Rate between 100%-102%


 
7© 2023 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Revenue CAGR of 11% 2019 – 2024(F)* Driving Total Growth * Represents the mid-point of our FY’24 guidance range


 
8© 2023 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Operating Income CAGR of 12% 2019 – 2024(F)* Best-in-class non-GAAP operating margins consistently above 35% Growing Profitability * Represents the mid-point of our FY’24 guidance range


 
9© 2023 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Unlevered Free Cash Flow Unlevered AFCF CAGR of 12% 2019 – 2024(F)** ** Note: FY’23 & FY ‘24(F) Adj Unlevered Free Cash Flow normalized $16.2M and $13.8M, respectively, related to impact of Section 174 of the U.S. Tax Code. Tax- effected interest expense was also added back to our reported and guided free cash flow. **Going forward the impact related to Section 174 of the U.S. Tax Code will no longer be tracked.


 
10© 2023 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. PRIMARY FOCUS Capital Allocation Strategy Continue to prioritize accretive M&A opportunities that meet our disciplined criteria to create the strongest returns. Repurchase shares to offset dilution from our equity programs. • Management has flexibility to increase, reduce, or suspend repurchases depending on market conditions and other considerations including size and timing of proposed M&A. We currently have $194M remaining under our share repurchase authorization. Continue returning capital to shareholders in the form of dividends.


 
11© 2023 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. ▪ Cast a wide net across infrastructure software and all aspects of the development lifecycle ▪ Tight alignment increases synergy potential ▪ ~10-25% of current Progress revenues ▪ Can be financed and integrated efficiently ▪ High recurring revenue and customer retention ▪ Potential to achieve operational efficiency ▪ Focused on sustained returns, accretiveROIC > WACC Financial Characteristics Appropriate Sizing End Market Alignment Well Defined M&A Framework


 
12© 2023 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Q4 2023 Results Prior Q4 2023 Outlook (provided on Sept 26, 2023) GAAP Revenue $177M $171M - $177M Non-GAAP Revenue $178M $171M - $177M GAAP earnings per share (Diluted) $0.34 $0.13 - $0.19 Non-GAAP earnings per share (Diluted) $1.02 $0.87- $0.93 GAAP Operating Margin 13% Not guided Non-GAAP Operating Margin 35% Not guided Adjusted Free Cash Flow (non-GAAP) $33M Not guided Summary Q4 2023 Financial Results


 
13© 2023 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Business Outlook (as of January 16, 2024) Q1 2024 Current Outlook FY 2024 Current Outlook Revenue $180M - $184M $722M - $732M GAAP EPS $0.38 - $0.42 $1.94 - $2.06 Non-GAAP EPS $1.12 - $1.16 $4.58 - $4.68 GAAP Operating Margin Not guided 19% - 20% Non-GAAP Operating Margin Not guided 39% - 40% Cash from Operations (GAAP) Not guided $202M - $212M Adjusted Free Cash Flow (Non-GAAP) Not guided $202M - $212M GAAP Effective Tax Rate Not guided 21% Non-GAAP Effective Tax Rate Not guided 20% ** Note: Beginning in FY24, the acquisition-related revenue adjustment to Non-GAAP revenue is no longer applicable. GAAP revenue is equal to Non-GAAP revenue.


 
Supplemental Financial Information


 
15© 2023 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Supplemental Revenue Information (Unaudited)


 
16© 2023 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Supplemental Revenue Information (Unaudited)


 
17© 2023 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Progress furnishes certain non-GAAP supplemental information to our financial results. We use such non-GAAP financial measures to evaluate our period-over-period operating performance because our management team believes that by excluding the effects of certain GAAP-related items that in their opinion do not reflect the ordinary earnings of our operations, such information helps to illustrate underlying trends in our business and provides us with a more comparable measure of our continuing business, as well as greater understanding of the results from the primary operations of our business. Management also uses such non-GAAP financial measures to establish budgets and operational goals, evaluate performance, and allocate resources. In addition, the compensation of our executives and non-executive employees is based in part on the performance of our business as evaluated by such non-GAAP financial measures. We believe these non-GAAP financial measures enhance investors’ overall understanding of our current financial performance and our prospects for the future by: (i) providing more transparency for certain financial measures, (ii) presenting disclosure that helps investors understand how we plan and measure the performance of our business, (iii) affords a view of our operating results that may be more easily compared to our peer companies, and (iv) enables investors to consider our operating results on both a GAAP and non-GAAP basis (including following the integration period of our prior and proposed 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 may have a material impact on Progress’ financial results. A reconciliation between non-GAAP measures and the most directly comparable GAAP measures appears in our earnings press release for the fiscal quarter ended November 30, 2023, which is furnished on a Form 8-K concurrently with this presentation and is available on the Progress website at www.progress.com within the investor relations section. In this presentation, we may reference the following non-GAAP financial measures: • Acquisition-related revenue - We include acquisition-related revenue, which constitutes revenue reflected as pre-acquisition deferred revenue that would have been recognized prior to our adoption of Accounting Standards Update No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) during the fourth quarter of fiscal year 2021. The acquisition-related revenue in our results relates to Chef Software, Inc. and Ipswitch, Inc., which we acquired on October 5, 2020 and April 30, 2019, respectively. Since GAAP accounting required the elimination of this revenue prior to the adoption of ASU 2021-08, 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. Upon our adoption of ASU 2021-08, this adjustment is no longer applicable to subsequent acquisitions. The adjustments related to our acquisitions of Ipswitch and Chef were completed as of the end of fiscal years 2022 and 2023, respectively. • Amortization of acquired intangibles - 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. Adjustments include preliminary estimates relating to the valuation of intangible assets from MarkLogic Corporation (“MarkLogic”), which we acquired on February 7, 2023. The final amounts will not be available until the Company's internal procedures and reviews are completed. • Stock-based compensation - We exclude stock-based compensation to be consistent with the way management and, in our view, the overall 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. • Restructuring expenses and other - In all periods presented, we exclude restructuring expenses incurred because those expenses distort trends and are not part of our core operating results. Adjustments include preliminary estimates relating to restructuring expenses from MarkLogic. The final amounts will not be available until the Company's internal procedures and reviews are completed. • Acquisition-related expenses - We exclude acquisition-related expenses in order to provide a more meaningful comparison 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. Important Information Regarding Non-GAAP Financial Information


 
18© 2023 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Important Information Regarding Non-GAAP Financial Information • Cyber incident and vulnerability response expenses, net • Cyber incident - We exclude certain expenses resulting from the detection of irregular activity on certain portions of our corporate network, as more thoroughly described in the Form 8-K that we filed on December 19, 2022. • MOVEit Vulnerability - We exclude certain expenses resulting from the zero-day MOVEit Vulnerability, as more thoroughly described in the Form 8-K that we filed on June 5, 2023 and Form 10-Qs filed on July 7, 2023 and October 10, 2023. We currently intend to provide additional updates regarding the MOVEit Vulnerability in our Form 10-K for the fiscal year ended November 30, 2023. Expenses include costs to investigate and remediate these cyber related matters, as well as legal and other professional services related thereto. Expenses related to such cyber matters are provided net of expected insurance recoveries, although the timing of recognizing insurance recoveries may differ from the timing of recognizing the associated expenses. Costs associated with the enhancement of our cybersecurity program are not included within this adjustment. We expect to continue to incur legal and other professional services expenses in future periods associated with the MOVEit vulnerability. We do not expect to incur additional costs associated with the cyber incident as the investigation is closed. Expenses related to such cyber matters are expected to result in operating expenses that would not have otherwise been incurred in the normal course of business operations. We believe that excluding these costs facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance. • Gain on sale of assets held for sale - We exclude the gain associated with the sale of our Bedford, Massachusetts headquarters during fiscal year 2022. We don’t believe such gains are part of our core operating results because they are inconsistent in amount and frequency and therefore may distort operating trends. • Income tax adjustment - 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. 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. • Annual Recurring Revenue (“ARR”) - We provide an ARR performance metric to help investors better understand and assess the performance of our business because our mix of revenue generated from recurring sources has increased in recent years. ARR represents the annualized contract value for all active and contractually binding term-based contracts at the end of a reporting period. ARR includes maintenance, software upgrade rights, public cloud and on-premises subscription-based transactions and managed services. ARR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with, or to replace, either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers. • Net Retention Rate - We calculate net retention rate as of a period end by starting with the ARR from the cohort of all customers as of 12 months prior to such period end ("Prior Period ARR"). We then calculate the ARR from these same customers as of the current period end ("Current Period ARR"). Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months but excludes ARR from new customers in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the net retention rate. Net retention rate is not calculated in accordance with GAAP. • 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.