Press Release

BEDFORD, Mass.--(BUSINESS WIRE)-- Progress (NASDAQ: PRGS) today announced results for its fiscal third quarter ended August 31, 2016.

Revenue was $102.0 million during the quarter compared to $94.6 million in the same quarter last year, a year over year increase of 8% on an actual currency basis and 9% on a constant currency basis. On a non-GAAP basis, revenue was $102.4 million during the quarter compared to $100.7 million in the same quarter last year, an increase of 2% on an actual currency basis and 3% on a constant currency basis.

Additional financial highlights included:

On a GAAP basis in the fiscal third quarter of 2016:

• Revenue was $102.0 million compared to $94.6 million in the same quarter in fiscal year 2015;
• Income from operations was $13.6 million compared to $8.6 million in the same quarter last year;
• Net income was $7.6 million compared to a net loss of $4.1 million in the same quarter last year;
• Diluted earnings per share was $0.15 compared to a diluted loss per share of $0.08 in the same quarter last year; and
• Cash from operations was $19.7 million compared to $19.3 million in the same quarter last year.

On a non-GAAP basis in the fiscal third quarter of 2016:

• Revenue was $102.4 million compared to $100.7 million in the same quarter last year;
• Income from operations was $32.0 million compared to $31.7 million in the same quarter last year;
• Operating margin was 31%, unchanged from the same quarter last year;
• Net income was $21.6 million compared to $20.0 million in the same quarter last year;
• Diluted earnings per share was $0.44 compared to $0.39 in the same quarter last year; and
• Adjusted free cash flow was $19.1 million compared to $18.8 million in the same quarter last year.

Phil Pead, CEO at Progress, said, "Our third quarter was highlighted by a strong performance from our Data Connectivity and Integration segment, along with healthy maintenance renewals for both OpenEdge and our Telerik solutions, and solid cash flows. We're looking forward to a strong fourth quarter, and the upcoming release of our DigitalFactory solutions will provide us with additional growth opportunities for the future."

Other fiscal third quarter 2016 metrics and recent results included:

• Cash, cash equivalents and short-term investments were $232.7 million at the end of the quarter;
• DSO was 49 days, compared to 54 days in the fiscal third quarter of 2015; and
• Under the previously announced authorization by the Board of Directors to repurchase up to $200 million of shares of common stock, Progress repurchased 0.4 million shares for $11.5 million during the fiscal third quarter of 2016.

Business Outlook

Progress provides the following guidance for the fiscal year ending November 30, 2016 and the fourth fiscal quarter ending November 30, 2016:

(In millions, except percentages and per share amounts)			FY 2016 GAAP		FY 2016 Non-GAAP		Q4 2016 GAAP		Q4 2016 Non-GAAP
Revenue			$410 - $413		$412 - $415		$122 - $125		$123 - $126
Diluted earnings per share			$0.61 - $0.63		$1.57 - $1.60		$0.25 - $0.28		$0.55 - $0.58
Operating margin			15%		30%		*		*
Adjusted free cash flow			$88 - $93		$85 - $90		*		*
Effective tax rate			45%		32%		*		*

*We do not provide guidance for this financial measure.

Progress' fiscal 2016 financial guidance is based on current exchange rates. The negative currency translation impact on Progress' fiscal year 2016 business outlook compared to 2015 exchange rates is approximately $5.0 million on GAAP and non-GAAP revenue and $0.04 on GAAP and non-GAAP diluted earnings per share. The negative currency translation impact on Progress' fiscal Q4 2016 business outlook compared to 2015 exchange rates is approximately $0.3 million on GAAP and non-GAAP revenue and $0.01 on GAAP and non-GAAP diluted earnings per share. To the extent that there are further changes in exchange rates versus the current environment, this may have an additional impact on Progress' business outlook.

Conference Call

The Progress quarterly investor conference call to review its fiscal third quarter of 2016 will be broadcast live at 5:00 p.m. ET on Wednesday, September 28, 2016 and can be accessed on the investor relations section of the company's website, located at www.progress.com. Additionally, you can listen to the call by telephone by dialing 1-877-591-4951, pass code 4374563. The conference call will include brief comments followed by questions and answers. An archived version of the conference call and supporting materials will be available on the Progress website within the investor relations section after the live conference call.

Non-GAAP Financial Information

Progress provides non-GAAP supplemental information to its financial results.

We use this non-GAAP information to evaluate our period-over-period operating performance because our management believes the information helps illustrate underlying trends in our business and provides us with a more comparable measure of our continuing business, as well as a greater understanding of the results from the primary operations of our business, by excluding the effects of certain items that do not reflect the ordinary earnings of our operations. Management also uses this non-GAAP financial information to establish budgets and operational goals, which are communicated internally and externally, evaluate performance, and allocate resources. In addition, compensation of our executives and non-executive employees is based in part on the performance of our business evaluated using this same non-GAAP information.

However, this non-GAAP information is not in accordance with, or an alternative to, generally accepted accounting principles in the United States (GAAP) and should be considered in conjunction with our GAAP results as the items excluded from the non-GAAP information often have a material impact on Progress' financial results. A reconciliation of non-GAAP adjustments to Progress' GAAP financial results is included in the tables below and is available on the Progress website at www.progress.com within the investor relations section.

As described in more detail below, non-GAAP revenue, non-GAAP costs of sales and operating expenses, non-GAAP income from operations and operating margin, non-GAAP net income, and non-GAAP diluted earnings per share exclude the effect of purchase accounting on the fair value of acquired deferred revenue, amortization of acquired intangible assets, impairment of acquired intangible assets, stock-based compensation expense, restructuring charges, acquisition-related expenses, certain identified non-operating gains and losses, and the related tax effects of the preceding items. We also provide guidance on adjusted free cash flow, which is equal to cash flows from operating activities less purchases of property and equipment and capitalized software development costs, plus restructuring payments.

In the noted fiscal periods, we adjusted for the following items from our GAAP financial results to arrive at our non-GAAP financial measures:

• Acquisition-related revenue - In all periods presented, we include acquisition-related revenue, which constitutes revenue reflected as pre-acquisition deferred revenue by Telerik AD ("Telerik") that would otherwise have been recognized but for the purchase accounting treatment of the acquisition of Telerik. We acquired Telerik on December 2, 2014. Since GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of our economic activities. We believe these adjustments are useful to management and investors as a measure of the ongoing performance of the business because, although we cannot be certain that customers will renew their contracts, we (and Telerik) have historically experienced high renewal rates on maintenance and support agreements and other customer contracts. Additionally, although acquisition-related revenue adjustments are non-recurring with respect to past acquisitions, we expect to incur these adjustments in connection with any future acquisitions.
• Amortization of acquired intangibles - In all periods presented, we exclude amortization of acquired intangibles because those expenses are unrelated to our core operating performance and the intangible assets acquired vary significantly based on the timing and magnitude of our acquisition transactions and the maturities of the businesses acquired.
• Impairment of acquired intangibles - In the current period, we exclude an impairment charge applicable to acquired intangible assets because such expense distorts trends and is not part of our core operating results. Such impairment charges are inconsistent in amount and frequency and we believe that eliminating these amounts, when significant and not reflective of ongoing business and operating results, facilitates a more meaningful evaluation of our current operating performance and comparisons to our operating performance in other periods.
• Stock-based compensation - In all periods presented, we exclude stock-based compensation to be consistent with the way management and the financial community evaluates our performance and the methods used by analysts to calculate consensus estimates. The expense related to stock-based awards is generally not controllable in the short-term and can vary significantly based on the timing, size and nature of awards granted. As such, we do not include these charges in operating plans. Stock-based compensation will continue in future periods.
• Restructuring expenses - In all periods presented, we exclude restructuring expenses incurred because those expenses distort trends and are not part of our core operating results.
• Acquisition-related and transition expenses - In all periods presented, we exclude acquisition-related expenses because those expenses distort trends and are not part of our core operating results. In recent years, we have completed a number of acquisitions, which result in our incurring operating expenses which would not otherwise have been incurred. By excluding certain transition, integration and other acquisition-related expense items in connection with acquisitions, this provides more meaningful comparisons of the financial results to our historical operations and forward looking guidance and the financial results of less acquisitive peer companies. We consider these types of costs and adjustments, to a great extent, to be unpredictable and dependent on a significant number of factors that are outside of our control. Furthermore, we do not consider these acquisition-related costs and adjustments to be related to the organic continuing operations of the acquired businesses and are generally not relevant to assessing or estimating the long-term performance of the acquired assets. In addition, the size, complexity and/or volume of past acquisitions, which often drives the magnitude of acquisition related costs, may not be indicative of the size, complexity and/or volume of future acquisitions.
• Income tax adjustment - In all periods presented, we adjust our income tax provision by excluding the tax impact of the non-GAAP adjustments discussed above. In addition, in the current period, we adjusted our income tax provision to remove from non-GAAP income the positive impact of an out-of-period adjustment recorded to the income tax provision during the fiscal second quarter of 2016.

Constant Currency

Revenue from our international operations has historically represented a substantial portion of our total revenue. As a result, our revenue results have been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates. For example, if the local currencies of our foreign subsidiaries weaken, our consolidated results stated in U.S. dollars are negatively impacted.

As exchange rates are an important factor in understanding period to period comparisons, we present revenue growth rates on a constant currency basis, which helps improve the understanding of our revenue results and our performance in comparison to prior periods. The constant currency information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates. These results should be considered in addition to, not as a substitute for, results reported in accordance with GAAP.

Note Regarding Forward-Looking Statements

This press release contains statements that are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Progress has identified some of these forward-looking statements with words like "believe," "may," "could," "would," "might," "should,""expect," "intend," "plan," "target," "anticipate" and "continue," the negative of these words, other terms of similar meaning or the use of future dates.

Forward-looking statements in this press release include, but are not limited to, statements regarding Progress' business outlook and financial guidance. There are a number of factors that could cause actual results or future events to differ materially from those anticipated by the forward-looking statements, including, without limitation:

(1) Economic, geopolitical and market conditions, including the uncertain economic environment in Europe as a result of the recent Brexit vote, and the continued difficult economic environment in Brazil and other parts of the world, can adversely affect our business, results of operations and financial condition, including our revenue growth and profitability, which in turn could adversely affect our stock price. (2) We may fail to achieve our financial forecasts due to such factors as delays or size reductions in transactions, fewer large transactions in a particular quarter, fluctuations in currency exchange rates, or a decline in our renewal rates for contracts. (3) Our ability to successfully manage transitions to new business models and markets, including an increased emphasis on a cloud and subscription strategy, may not be successful. (4) If we are unable to develop new or sufficiently differentiated products and services, or to enhance and improve our existing products and services in a timely manner to meet market demand, partners and customers may not purchase new software licenses or subscriptions or purchase or renew support contracts. (5) We depend upon our extensive partner channel and we may not be successful in retaining or expanding our relationships with channel partners. (6) Our international sales and operations subject us to additional risks that can adversely affect our operating results, including risks relating to foreign currency gains and losses. (7) If the security measures for our software, services or other offerings are compromised or subject to a successful cyber-attack, or if such offerings contain significant coding or configuration errors, we may experience reputational harm, legal claims and financial exposure. (8) We may make acquisitions in the future and those acquisitions may not be successful, may involve unanticipated costs or other integration issues or may disrupt our existing operations. For further information regarding risks and uncertainties associated with Progress' business, please refer to Progress' filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended November 30, 2015. 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) is a global leader in application development, empowering the digital transformation organizations need to create and sustain engaging user experiences in today's evolving marketplace. With offerings spanning web, mobile and data for on-premise and cloud environments, Progress powers startups and industry titans worldwide, promoting success one customer at a time. Learn about Progress at www.progress.com or 1-781-280-4000.

Progress is a trademark or registered trademarks of Progress Software Corporation or one of its subsidiaries or affiliates in the U.S. and other countries. Any other trademarks contained herein are the property of their respective owners.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
			Three Months Ended											Nine Months Ended
(In thousands, except per share data)			August 31, 2016				August 31, 2015				% Change			August 31, 2016				August 31, 2015				% Change
Revenue:
Software licenses			$	33,624			$	31,840			6	%		$	86,366			$	85,794			1	%
Maintenance and services				68,394				62,797			9	%			201,251				179,042			12	%
Total revenue				102,018				94,637			8	%			287,617				264,836			9	%
Costs of revenue:
Cost of software licenses				1,424				1,441			(1	)%			4,139				4,526			(9	)%
Cost of maintenance and services				11,825				9,612			23	%			33,217				31,174			7	%
Amortization of acquired intangibles				3,940				4,079			(3	)%			11,818				12,805			(8	)%
Total costs of revenue				17,189				15,132			14	%			49,174				48,505			1	%
Gross profit				84,829				79,505			7	%			238,443				216,331			10	%
Operating expenses:
Sales and marketing				29,852				30,004			(1	)%			88,648				92,607			(4	)%
Product development				21,706				20,422			6	%			65,800				65,533			—	%
General and administrative				11,411				14,076			(19	)%			36,055				42,065			(14	)%
Amortization of acquired intangibles				3,186				3,186			—	%			9,556				9,559			—	%
Impairment of intangible assets				5,051				—			100	%			5,051				—			100	%
Restructuring (credits) expenses				(36	)			2,561			(101	)%			229				8,715			(97	)%
Acquisition-related expenses				53				662			(92	)%			449				3,180			(86	)%
Total operating expenses				71,223				70,911			—	%			205,788				221,659			(7	)%
Income (loss) from operations				13,606				8,594			58	%			32,655				(5,328	)		713	%
Other expense, net				(1,288	)			(1,165	)		11	%			(4,474	)			(1,258	)		256	%
Income (loss) before income taxes				12,318				7,429			66	%			28,181				(6,586	)		528	%
Provision (benefit) for income taxes				4,742				11,555			(59	)%			10,114				(7,256	)		(239	)%
Net income (loss)			$	7,576			$	(4,126	)		284	%		$	18,067			$	670			2,597	%
Earnings per share:
Basic			$	0.16			$	(0.08	)		300	%		$	0.36			$	0.01			3,500	%
Diluted			$	0.15			$	(0.08	)		288	%		$	0.36			$	0.01			3,500	%
Weighted average shares outstanding:
Basic				48,611				50,120			(3	)%			49,765				50,377			(1	)%
Diluted				49,135				50,120			(2	)%			50,310				51,117			(2	)%

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)			August 31, 2016			November 30, 2015
Assets
Current assets:
Cash, cash equivalents and short-term investments			$	232,684		$	241,279
Accounts receivable, net				55,758			66,459
Other current assets				20,521			15,671
Total current assets				308,963			323,409
Property and equipment, net				50,778			54,226
Goodwill and intangible assets, net				457,781			484,098
Other assets				15,257			15,390
Total assets			$	832,779		$	877,123
Liabilities and shareholders' equity
Current liabilities:
Accounts payable and other current liabilities			$	53,508		$	65,314
Current portion of long-term debt				13,125			9,375
Short-term deferred revenue				129,354			125,227
Total current liabilities				195,987			199,916
Long-term deferred revenue				8,529			8,844
Long-term debt				123,750			135,000
Other long-term liabilities				9,934			10,899
Shareholders' equity:
Common stock and additional paid-in capital				237,136			227,930
Retained earnings				257,443			294,534
Total shareholders' equity				494,579			522,464
Total liabilities and shareholders' equity			$	832,779		$	877,123

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
			Three Months Ended								Nine Months Ended
(In thousands)			August 31, 2016				August 31, 2015				August 31, 2016				August 31, 2015
Cash flows from operating activities:
Net income			$	7,576			$	(4,126	)		$	18,067			$	670
Depreciation and amortization				9,887				10,115				29,796				31,610
Stock-based compensation				5,779				6,537				19,009				18,812
Other non-cash adjustments				2,803				5,606				3,780				(19,800	)
Changes in operating assets and liabilities				(6,395	)			1,125				(1,742	)			45,896
Net cash flows from operating activities				19,650				19,257				68,910				77,188
Capital expenditures				(1,127	)			(1,952	)			(3,744	)			(7,740	)
Issuances of common stock, net of repurchases				(10,832	)			4,103				(63,340	)			(22,409	)
Payments for acquisitions				—				—				—				(246,275	)
Proceeds from the issuance of debt, net of payments of principle and debt issuance costs				(1,875	)			(1,955	)			(7,500	)			142,588
Proceeds from divestitures, net				—				—				—				4,500
Other				(2,241	)			(270	)			(2,921	)			(12,816	)
Net change in cash, cash equivalents and short-term investments				3,575				19,183				(8,595	)			(64,964	)
Cash, cash equivalents and short-term investments, beginning of period				229,109				199,121				241,279				283,268
Cash, cash equivalents and short-term investments, end of period			$	232,684			$	218,304			$	232,684			$	218,304

RESULTS OF OPERATIONS BY SEGMENT
			Three Months Ended											Nine Months Ended
(In thousands)			August 31, 2016				August 31, 2015				% Change			August 31, 2016				August 31, 2015				% Change
Segment revenue:
OpenEdge			$	67,534			$	73,398			(8	)%		$	198,595			$	214,775			(8	)%
Data Connectivity and Integration				14,251				8,281			72	%			30,852				22,669			36	%
Application Development and Deployment				20,233				12,958			56	%			58,170				27,392			112	%
Total revenue				102,018				94,637			8	%			287,617				264,836			9	%
Segment costs of revenue and operating expenses:
OpenEdge				18,180				18,550			(2	)%			53,539				56,529			(5	)%
Data Connectivity and Integration				2,828				3,180			(11	)%			8,863				9,563			(7	)%
Application Development and Deployment				11,021				9,933			11	%			29,555				30,169			(2	)%
Total costs of revenue and operating expenses				32,029				31,663			1	%			91,957				96,261			(4	)%
Segment contribution:
OpenEdge				49,354				54,848			(10	)%			145,056				158,246			(8	)%
Data Connectivity and Integration				11,423				5,101			124	%			21,989				13,106			68	%
Application Development and Deployment				9,212				3,025			205	%			28,615				(2,777	)		1,130	%
Total contribution				69,989				62,974			11	%			195,660				168,575			16	%
Other unallocated expenses (1)				56,383				54,380			4	%			163,005				173,903			(6	)%
Income (loss) from operations				13,606				8,594			58	%			32,655				(5,328	)		713	%
Other expense, net				(1,288	)			(1,165	)		11	%			(4,474	)			(1,258	)		256	%
Income (loss) before provision for income taxes			$	12,318			$	7,429			66	%		$	28,181			$	(6,586	)		528	%

(1) The following expenses are not allocated to our segments as we manage and report our business in these functional areas on a consolidated basis only: product development, corporate marketing, administration, amortization and impairment of acquired intangibles, stock-based compensation, restructuring, and acquisition related expenses.

SUPPLEMENTAL INFORMATION
Revenue by Type
(In thousands)			Q3 2015			Q4 2015			Q1 2016			Q2 2016			Q3 2016
License			$	31,840		$	44,457		$	23,955		$	28,787		$	33,624
Maintenance				55,365			60,458			58,336			59,485			60,368
Services				7,432			7,803			7,190			7,846			8,026
Total revenue			$	94,637		$	112,718		$	89,481		$	96,118		$	102,018
Revenue by Region
(In thousands)			Q3 2015			Q4 2015			Q1 2016			Q2 2016			Q3 2016
North America			$	49,810		$	68,112		$	49,065		$	53,392		$	58,275
EMEA				30,656			34,504			31,221			31,577			32,719
Latin America				4,621			3,617			3,693			4,389			4,667
Asia Pacific				9,550			6,485			5,502			6,760			6,357
Total revenue			$	94,637		$	112,718		$	89,481		$	96,118		$	102,018
Revenue by Segment
(In thousands)			Q3 2015			Q4 2015			Q1 2016			Q2 2016			Q3 2016
OpenEdge			$	73,398		$	81,159		$	64,133		$	66,928		$	67,534
Data Connectivity and Integration				8,281			15,257			6,596			10,005			14,251
Application Development and Deployment				12,958			16,302			18,752			19,185			20,233
Total revenue			$	94,637		$	112,718		$	89,481		$	96,118		$	102,018

RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES - QTD
			Three Months Ended August 31,																								% Change
			2016												2015
(In thousands, except per share data)			GAAP				Adj.				Non- GAAP				GAAP				Adj.				Non- GAAP				Non- GAAP
TOTAL REVENUE			$	102,018			$	405			$	102,423			$	94,637			$	6,086			$	100,723			2	%
Software licenses (1)				33,624				82				33,706				31,840				1,418				33,258			1	%
Maintenance and services (1)				68,394				323				68,717				62,797				4,668				67,465			2	%
TOTAL COSTS OF REVENUE			$	17,189			$	(4,163	)		$	13,026			$	15,132			$	(4,223	)		$	10,909			19	%
Amortization of acquired intangibles				3,940				(3,940	)			—				4,079				(4,079	)			—
Stock-based compensation (2)				223				(223	)			—				144				(144	)			—
GROSS MARGIN %				83	%							87	%			84	%							89	%		(2	)%
TOTAL OPERATING EXPENSES			$	71,223			$	(13,810	)		$	57,413			$	70,911			$	(12,803	)		$	58,108			(1	)%
Amortization and impairment of acquired intangibles				8,237				(8,237	)			—				3,186				(3,186	)			—
Restructuring expenses				(36	)			36				—				2,561				(2,561	)			—
Acquisition-related expenses				53				(53	)			—				662				(662	)			—
Stock-based compensation (2)				5,556				(5,556	)			—				6,394				(6,394	)			—
INCOME (LOSS) FROM OPERATIONS			$	13,606			$	18,378			$	31,984			$	8,594			$	23,112			$	31,706			1	%
OPERATING MARGIN				13	%							31	%			9	%							31	%		—	%
TOTAL OTHER EXPENSE, NET			$	(1,288	)						$	(1,288	)		$	(1,165	)						$	(1,165	)		11	%
PROVISION (BENEFIT) FOR INCOME TAXES			$	4,742			$	4,324			$	9,066			$	11,555			$	(1,034	)		$	10,521			(14	)%
NET INCOME (LOSS)			$	7,576			$	14,054			$	21,630			$	(4,126	)		$	24,146			$	20,020			8	%
DILUTED EARNINGS PER SHARE			$	0.15			$	0.29			$	0.44			$	(0.08	)		$	0.47			$	0.39			13	%
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED				49,135				—				49,135				50,120				784				50,904			(3	)%
(1) Adjustments to revenue relate to acquisition-related revenue, which constitutes revenue reflected as pre-acquisition deferred revenue by Telerik that would otherwise have been recognized but for the purchase accounting treatment of the acquisition of Telerik. Since GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of our economic activities. Note that acquisition-related revenue adjustments entirely relate to Progress' Application Development and Deployment business unit.
(2) Stock-based compensation is included in the GAAP statements of income, as follows:
Cost of revenue			$	223											$	144
Sales and marketing				751												1,604
Product development				2,524												912
General and administrative				2,281												3,878
Total			$	5,779											$	6,538

RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES - YTD
			Nine Months Ended August 31,																								% Change
			2016												2015
(In thousands, except per share data)			GAAP				Adj.				Non-GAAP				GAAP				Adj.				Non-GAAP				Non-GAAP
TOTAL REVENUE			$	287,617			$	1,726			$	289,343			$	264,836			$	32,193			$	297,029			(3	)%
Software licenses (1)				86,366				289				86,655				85,794				8,181				93,975			(8	)%
Maintenance and services (1)				201,251				1,437				202,688				179,042				24,012				203,054			—	%
TOTAL COSTS OF REVENUE			$	49,174			$	(12,417	)		$	36,757			$	48,505			$	(13,267	)		$	35,238			4	%
Amortization of acquired intangibles				11,818				(11,818	)			—				12,805				(12,805	)			—
Stock-based compensation (2)				599				(599	)			—				462				(462	)			—
GROSS MARGIN %				83	%							87	%			82	%							88	%		(1	)%
TOTAL OPERATING EXPENSES			$	205,788			$	(33,695	)		$	172,093			$	221,659			$	(39,804	)		$	181,855			(5	)%
Amortization and impairment of acquired intangibles				14,607				(14,607	)			—				9,559				(9,559	)			—
Restructuring expenses				229				(229	)			—				8,715				(8,715	)			—
Acquisition-related expenses				449				(449	)			—				3,180				(3,180	)			—
Stock-based compensation (2)				18,410				(18,410	)			—				18,350				(18,350	)			—
INCOME (LOSS) FROM OPERATIONS			$	32,655			$	47,838			$	80,493			$	(5,328	)		$	85,264			$	79,936			1	%
OPERATING MARGIN				11	%							28	%			(2	)%							27	%		1	%
TOTAL OTHER (EXPENSE) INCOME, NET (3)			$	(4,474	)						$	(4,474	)		$	(1,258	)		$	266			$	(992	)		351	%
PROVISION (BENEFIT) FOR INCOME TAXES (4)			$	10,114			$	14,059			$	24,173			$	(7,256	)		$	32,916			$	25,660			(6	)%
NET INCOME			$	18,067			$	33,779			$	51,846			$	670			$	52,614			$	53,284			(3	)%
DILUTED EARNINGS PER SHARE			$	0.36			$	0.67			$	1.03			$	0.01			$	1.03			$	1.04			(1	)%
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED				50,310				—				50,310				51,117				—				51,117			(2	)%
(1) Adjustments to revenue relate to acquisition-related revenue, which constitutes revenue reflected as pre-acquisition deferred revenue by Telerik that would otherwise have been recognized but for the purchase accounting treatment of the acquisition of Telerik. Since GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of our economic activities. Note that acquisition-related revenue adjustments entirely relate to Progress' Application Development and Deployment business unit.
(2) Stock-based compensation is included in the GAAP statements of income, as follows:
Cost of revenue			$	599											$	462
Sales and marketing				2,792												4,328
Product development				7,600												3,476
General and administrative				8,018												10,546
Total			$	19,009											$	18,812

(3) In the prior year period, the adjustment to other income (expense), net relates to the termination of Progress' prior revolving credit facility in connection with entering into the new credit facility. Upon termination, the outstanding debt issuance costs related to the prior revolving credit facility were written off to other income (expense) in the GAAP statements of income.

(4) In the current period, the Company identified an error in its prior year income tax provision whereby income tax expense was overstated for the year ended November 30, 2015 related to the Company's tax treatment of an intercompany gain. We corrected this error by recording an out of period $2.7 million tax benefit in its quarter ended May 31, 2016 financial statements. We adjusted our income tax provision to remove from non-GAAP income the positive impact of this out-of-period adjustment.

OTHER NON-GAAP FINANCIAL MEASURES - QTD
Revenue by Type
(In thousands)			Q3 2016				Non-GAAP Adjustment (1)				Non-GAAP Revenue
License			$	33,624			$	82			$	33,706
Maintenance				60,368				323				60,691
Services				8,026				—				8,026
Total revenue			$	102,018			$	405			$	102,423
Revenue by Region
(In thousands)			Q3 2016				Non-GAAP Adjustment (1)				Non-GAAP Revenue
North America			$	58,275			$	353			$	58,628
EMEA				32,719				43				32,762
Latin America				4,667				1				4,668
Asia Pacific				6,357				8				6,365
Total revenue			$	102,018			$	405			$	102,423
Revenue by Segment
(In thousands)			Q3 2016				Non-GAAP Adjustment (1)				Non-GAAP Revenue
OpenEdge			$	67,534			$	—			$	67,534
Data Connectivity and Integration				14,251				—				14,251
Application Development and Deployment				20,233				405				20,638
Total revenue			$	102,018			$	405			$	102,423
(1) Adjustments to revenue relate to acquisition-related revenue, which constitutes revenue reflected as pre-acquisition deferred revenue by Telerik that would otherwise have been recognized but for the purchase accounting treatment of the acquisition of Telerik. Since GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of our economic activities. Note that acquisition-related revenue adjustments entirely relate to Progress' Application Development and Deployment business unit.
Adjusted Free Cash Flow
(In thousands)			Q3 2016				Q3 2015					% Change
Cash flows from operations			$	19,650			$	19,257				2	%
Purchases of property and equipment				(1,127	)			(1,673	)			(33	)%
Capitalized software development costs				—				(279	)			(100	)%
Free cash flow			$	18,523			$	17,305				7	%
Add back: restructuring payments				542				1,544				(65	)%
Adjusted free cash flow			$	19,065			$	18,849				1	%

OTHER NON-GAAP FINANCIAL MEASURES - YTD
Revenue by Type
(In thousands)			YTD 2016				Non-GAAP Adjustment (1)				Non-GAAP Revenue
License			$	86,366			$	289			$	86,655
Maintenance				178,189				1,437				179,626
Services				23,062				—				23,062
Total revenue			$	287,617			$	1,726			$	289,343
Revenue by Region
(In thousands)			YTD 2016				Non-GAAP Adjustment (1)				Non-GAAP Revenue
North America			$	160,732			$	1,503			$	162,235
EMEA				95,517				183				95,700
Latin America				12,749				5				12,754
Asia Pacific				18,619				35				18,654
Total revenue			$	287,617			$	1,726			$	289,343
Revenue by Segment
(In thousands)			YTD 2016				Non-GAAP Adjustment (1)				Non-GAAP Revenue
OpenEdge			$	198,595			$	—			$	198,595
Data Connectivity and Integration				30,852				—				30,852
Application Development and Deployment				58,170				1,726				59,896
Total revenue			$	287,617			$	1,726			$	289,343
(1) Adjustments to revenue relate to acquisition-related revenue, which constitutes revenue reflected as pre-acquisition deferred revenue by Telerik that would otherwise have been recognized but for the purchase accounting treatment of the acquisition of Telerik. Since GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of our economic activities. Note that acquisition-related revenue adjustments entirely relate to Progress' Application Development and Deployment business unit.
Adjusted Free Cash Flow
(In thousands)			YTD 2016				YTD Q3 2015				% Change
Cash flows from operations			$	68,910			$	77,188				(11	)%
Purchases of property and equipment				(3,744	)			(6,079	)			(38	)%
Capitalized software development costs				—				(1,661	)			(100	)%
Free cash flow			$	65,166			$	69,448				(6	)%
Add back: restructuring payments				3,024				4,098				(26	)%
Adjusted free cash flow			$	68,190			$	73,546				(7	)%

Non-GAAP Bookings from Application Development and Deployment Segment
(In thousands)			Q1 2015				Q2 2015			Q3 2015			Q4 2015			FY 2015				Q1 2016				Q2 2016			Q3 2016
GAAP revenue			$	4,797			$	9,636		$	12,958		$	16,302		$	43,693			$	18,752			$	19,185		$	20,233
Add: change in deferred revenue
Beginning balance				108				23,081			33,440			41,012			108				49,252				49,237			51,693
Ending balance				23,081				33,440			41,012			49,252			49,252				49,237				51,693			51,736
Change in deferred revenue				22,973				10,359			7,572			8,240			49,144				(15	)			2,456			43
Less: acquired deferred revenue balance from Telerik				(7,915	)			—			—			—			(7,915	)			—				—			—
Non-GAAP bookings			$	19,855			$	19,995		$	20,530		$	24,542		$	84,922			$	18,737			$	21,641		$	20,276

SaaS Revenue (Hosted Services) from Application Development and Deployment Segment
(In thousands)			Q1 2015		Q2 2015		Q3 2015		Q4 2015		FY 2015		Q1 2016		Q2 2016		Q3 2016
SaaS Revenue - Application Development and Deployment			$567		$713		$765		$975		$3,020		$1,071		$1,079		$1,160

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2016 GUIDANCE (Unaudited)
Fiscal Year 2016 Non-GAAP Revenue Guidance
			Fiscal Year Ended			Fiscal Year Ending
			November 30, 2015			November 30, 2016
(In millions)						Low			% Change			High			% Change
GAAP revenue			$	377.6		$	410.0		9	%		$	413.0		9	%
Acquisition-related adjustments - revenue (1)			$	34.8		$	2.0		(94	)%		$	2.0		(94	)%
Non-GAAP revenue			$	412.4		$	412.0		—	%		$	415.0		1	%

(1) Acquisition-related revenue constitutes revenue reflected as pre-acquisition deferred revenue by Telerik that would otherwise have been recognized but for the purchase accounting treatment of the acquisition of Telerik. Since GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of our economic activities.

Fiscal Year 2016 Non-GAAP Operating Margin Guidance
			Fiscal Year Ending November 30, 2016
(In millions)			Low				High
GAAP income from operations			$	60.9			$	62.7
GAAP operating margins				15	%			15	%
Acquisition-related revenue				2.0				2.0
Stock-based compensation				24.9				24.9
Amortization and impairment of intangibles				33.5				33.5
Acquisition-related expense				0.5				0.5
Restructuring expense				0.2				0.2
Total adjustments				61.1				61.1
Non-GAAP income from operations			$	122.0			$	123.8
Non-GAAP operating margin				30	%			30	%

Fiscal Year 2016 Non-GAAP Earnings per Share and Effective Tax Rate Guidance
			Fiscal Year Ending November 30, 2016
(In millions, except per share data)			Low				High
GAAP net income			$	30.4			$	31.4
Adjustments (from previous table)				61.1				61.1
Income tax adjustment (2)				(12.6	)			(12.1	)
Non-GAAP net income			$	78.9			$	80.4
GAAP diluted earnings per share			$	0.61			$	0.63
Non-GAAP diluted earnings per share			$	1.57			$	1.60
Diluted weighted average shares outstanding				50.1				50.1
(2) Tax adjustment is based on a non-GAAP effective tax rate of 32% for Low and High, calculated as follows:
Non-GAAP income from operations			$	122.0			$	123.8
Other (expense) income				(5.7	)			(5.7	)
Non-GAAP income from operations before income taxes				116.3				118.1
Non-GAAP net income				78.9				80.4
Tax provision			$	37.4			$	37.7
Non-GAAP tax rate				32	%			32	%

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2016 GUIDANCE (Unaudited)
Fiscal Year 2016 Adjusted Free Cash Flow Guidance
			Fiscal Year Ending November 30, 2016
(In millions)			Low				High
Cash flows from operations (GAAP)			$	88			$	93
Purchases of property and equipment				(6	)			(6	)
Add back: restructuring payments				3				3
Adjusted free cash flow (non-GAAP)			$	85			$	90

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q4 2016 GUIDANCE (Unaudited)
Q4 2016 Non-GAAP Revenue Guidance
			Three Months Ended			Three Months Ending
			November 30, 2015			November 30, 2016
(In millions)						Low			% Change			High			% Change
GAAP revenue			$	112.7		$	122.3		9	%		$	125.3		11	%
Acquisition-related adjustments - revenue (1)			$	2.7		$	0.3		(89	)%		$	0.3		(89	)%
Non-GAAP revenue			$	115.4		$	122.6		6	%		$	125.6		9	%

(1) Acquisition-related revenue constitutes revenue reflected as pre-acquisition deferred revenue by Telerik that would otherwise have been recognized but for the purchase accounting treatment of the acquisition of Telerik. Since GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of our economic activities.

Q4 2016 Non-GAAP Earnings per Share Guidance
			Three Months Ending November 30, 2016
			Low			High
GAAP diluted earnings per share			$	0.25		$	0.28
Acquisition-related revenue				0.01			0.01
Stock-based compensation				0.12			0.12
Amortization of intangibles				0.14			0.14
Total adjustments				0.27			0.27
Income tax adjustment				0.03			0.03
Non-GAAP diluted earnings per share			$	0.55		$	0.58

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Progress Software
Investor Contact:
Brian Flanagan, +1 781-280-4817
flanagan@progress.com
or
Press Contact:
Erica Burns, +1 888-365-2779 (x3135)
erica.burns@progress.com

Source: Progress

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