Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 28, 2017
 Progress Software Corporation
(Exact name of registrant as specified in its charter)
 
Commission file number: 0-19417
 
 
 
Delaware
04-2746201
(State or other jurisdiction of
incorporation or organization)
(I.R.S. employer
identification no.)
14 Oak Park
Bedford, Massachusetts 01730
(Address of principal executive offices, including zip code)
(781) 280-4000
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition

On June 28, 2017, Progress Software Corporation ("Progress") issued a press release announcing its financial results for the fiscal second quarter ended May 31, 2017. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not deemed incorporated by reference into any other filing of the company, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.
Exhibit No.
 
Description
99.1
 
Press release issued by Progress Software Corporation dated June 28, 2017







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:
June 28, 2017
Progress Software Corporation
 
 
 
 
 
 
By:
/s/ PAUL A. JALBERT
 
 
 
Paul A. Jalbert
 
 
 
Chief Financial Officer





Exhibit Index

Exhibit No.
 
Description
99.1
 
Press release issued by Progress Software Corporation dated June 28, 2017



Exhibit
https://cdn.kscope.io/be6bc34f36c333d64af400faa433dc8f-newprogresslogoa03.jpg
 
Exhibit 99.1


P R E S S A N N O U N C E M E N T
Investor Contact:
 
Press Contact:
Brian Flanagan
 
Erica Burns
Progress Software
 
Progress Software
+1 781 280 4817
 
+1 888 365 2779 (x3135)
flanagan@progress.com
 
erica.burns@progress.com

Progress Reports 2017 Fiscal Second Quarter Results

Raises Annual Guidance for Earnings per Share, Operating Margin and Adjusted Free Cash Flow

BEDFORD, MA, June 28, 2017 (BUSINESSWIRE) — Progress (NASDAQ: PRGS) today announced results for its fiscal second quarter ended May 31, 2017.

Revenue was $93.2 million during the quarter compared to $96.1 million in the same quarter last year, a year-over-year decrease of 3% on an actual currency basis and 2% on a constant currency basis. On a non-GAAP basis, revenue was $93.4 million during the quarter compared to $96.7 million in the same quarter last year, a decrease of 3% on an actual currency basis and 2% on a constant currency basis.

Additional financial highlights included:

On a GAAP basis in the fiscal second quarter of 2017:

Revenue was $93.2 million compared to $96.1 million in the same quarter in fiscal year 2016;
Income from operations was $20.3 million compared to $12.3 million in the same quarter last year;
Net income was $10.3 million compared to $7.3 million in the same quarter last year;
Diluted earnings per share was $0.21 compared to $0.14 in the same quarter last year; and
Cash from operations was $22.4 million compared to $26.8 million in the same quarter last year.

On a non-GAAP basis in the fiscal second quarter of 2017:

Revenue was $93.4 million compared to $96.7 million in the same quarter last year;
Income from operations was $32.6 million compared to $27.0 million in the same quarter last year;
Operating margin was 35% compared to 28% in the same quarter last year;
Net income was $20.5 million compared to $16.4 million in the same quarter last year;
Diluted earnings per share was $0.42 compared to $0.33 in the same quarter last year; and
Adjusted free cash flow was $27.9 million compared to $26.4 million in the same quarter last year.

“I’m pleased that our Q2 revenue and earnings per share were above our expectations, and we continued to strengthen our core businesses with several key product releases during the quarter”, said Yogesh Gupta, CEO at Progress.  “And I’m excited about our future prospects as we focus on the very large and growing market opportunity for development platforms.  Our recent acquisition of Kinvey, the top-ranked leader in “The Forrester Wave” for Mobile Development Platforms, combined with our unique mobile and web development tools, machine learning capabilities, and unmatched data connectivity products, offer the best-of-breed product portfolio for building and running modern mission-critical business applications.”

Paul Jalbert, CFO at Progress, said: “The financial performance of our core business in the first-half, coupled with our continued strong cash flow generation, has enabled us to meaningfully raise our annual guidance for earnings per share, operating margin and free cash flow.  We remain confident in our strategy and financial strength, and look forward to a solid second-half of the year.”


1



Other fiscal second quarter 2017 metrics and recent results included:

Cash, cash equivalents and short-term investments were $245.1 million at the end of the quarter;
DSO was 42 days, compared to 45 days in the fiscal second quarter of 2016;
Under the previously announced authorization by the Board of Directors to repurchase up to $200 million of shares of common stock, Progress repurchased 0.2 million shares for $6.9 million during the fiscal second quarter of 2017. As of May 31, 2017, there was $110.4 million remaining under this authorization; and
On June 21, 2017, our Board of Directors declared a quarterly dividend of $0.125 per share of common stock that will be paid on September 15, 2017 to shareholders of record as of the close of business on September 1, 2017.

Business Outlook

Progress provides the following updated guidance for the fiscal year ending November 30, 2017 and the third fiscal quarter ending August 31, 2017:

(In millions, except percentages and per share amounts)
FY 2017
GAAP
 
FY 2017
Non-GAAP
 
Q3 2017
GAAP
 
Q3 2017
Non-GAAP
Revenue
$390 - $395

 
$391 - $396

 
$93 - $96
 
$93 - $96
Diluted earnings per share
$0.66 - $0.73

 
$1.73 - $1.78

 
$0.17 - $0.19
 
$0.41 - $0.43
Operating margin
16% - 17%

 
33% - 34%

 
*
 
*
Adjusted free cash flow
$86 - $91

 
$100 - $105

 
*
 
*
Effective tax rate
43
%
 
33
%
 
*
 
*
*We do not provide guidance for this financial measure.

Progress' fiscal 2017 financial guidance is based on current exchange rates. The negative currency translation impact on Progress' fiscal year 2017 business outlook compared to 2016 exchange rates is approximately $2.0 million on non-GAAP revenue and $0.02 on non-GAAP earnings per share. The negative currency translation impact on Progress' fiscal Q3 2017 business outlook compared to 2016 exchange rates on both non-GAAP revenue and non-GAAP earnings per share is not meaningful. 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 second quarter of 2017 will be broadcast live at 5:00 p.m. ET on Wednesday, June 28, 2017 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 1-877-340-7912, pass code 2708560. 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

2


to Progress' GAAP financial results is included in the tables below and is available on the Progress website at www.progress.com within the investor relations section.

As described in more detail below, non-GAAP revenue, non-GAAP costs of sales and operating expenses, non-GAAP income from operations and operating margin, non-GAAP net income, and non-GAAP diluted earnings per share exclude the effect of purchase accounting on the fair value of acquired deferred revenue, amortization of acquired intangible assets, stock-based compensation expense, 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.

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, during the fiscal second quarter of 2016, 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.


3


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 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 have made acquisitions, and may make acquisitions in the future, and those acquisitions may not be successful, may involve unanticipated costs or other integration issues or may disrupt our existing operations. For further information regarding risks and uncertainties associated with Progress' business, please refer to Progress' filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended November 30, 2016. Progress undertakes no obligation to update any forward-looking statements, which speak only as of the date of this press release.

About Progress

Progress (NASDAQ: PRGS) offers the leading platform for developing and deploying mission-critical business applications. Progress empowers enterprises and ISVs to build and deliver cognitive-first applications, that harness big data to derive business insights and competitive advantage. Progress offers leading technologies for easily building powerful user interfaces across any type of device, a reliable, scalable and secure backend platform to deploy modern applications, leading data connectivity to all sources, and award-winning predictive analytics that brings the power of machine learning to any organization. Over 1,700 independent software vendors, 80,000 enterprise customers, and 2 million developers rely on Progress to power their applications. Learn about Progress at www.progress.com or +1-800-477-6473.


4


Progress and Progress Software are trademarks or registered trademarks of Progress Software Corporation and/or its subsidiaries or affiliates in the U.S. and other countries. Any other names contained herein may be trademarks of their respective owners.

5


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 
Three Months Ended
 
Six Months Ended
(In thousands, except per share data)
May 31, 2017
 
May 31, 2016
 
% Change
 
May 31, 2017
 
May 31, 2016
 
% Change
Revenue:
 
 
 
 
 
 
 
 
 
 
 
Software licenses
$
25,592

 
$
28,787

 
(11
)%
 
$
49,914

 
$
52,742

 
(5
)%
Maintenance and services
67,621

 
67,331

 
 %
 
134,269

 
132,857

 
1
 %
Total revenue
93,213

 
96,118

 
(3
)%
 
184,183

 
185,599

 
(1
)%
Costs of revenue:
 
 
 
 
 
 
 
 
 
 
 
Cost of software licenses
1,422

 
1,233

 
15
 %
 
3,010

 
2,715

 
11
 %
Cost of maintenance and services
11,262

 
11,063

 
2
 %
 
21,754

 
21,392

 
2
 %
Amortization of acquired intangibles
4,683

 
3,939

 
19
 %
 
8,361

 
7,878

 
6
 %
Total costs of revenue
17,367

 
16,235

 
7
 %
 
33,125

 
31,985

 
4
 %
Gross profit
75,846

 
79,883

 
(5
)%
 
151,058

 
153,614

 
(2
)%
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Sales and marketing
21,236

 
29,138

 
(27
)%
 
46,957

 
58,796

 
(20
)%
Product development
18,791

 
22,297

 
(16
)%
 
36,125

 
44,094

 
(18
)%
General and administrative
11,606

 
12,264

 
(5
)%
 
22,174

 
24,644

 
(10
)%
Amortization of acquired intangibles
3,223

 
3,185

 
1
 %
 
6,402

 
6,370

 
1
 %
Restructuring expenses
662

 
331

 
100
 %
 
17,801

 
265

 
6,617
 %
Acquisition-related expenses
44

 
324

 
(86
)%
 
93

 
396

 
(77
)%
Total operating expenses
55,562

 
67,539

 
(18
)%
 
129,552

 
134,565

 
(4
)%
Income from operations
20,284

 
12,344

 
64
 %
 
21,506

 
19,049

 
13
 %
Other (expense) income, net
(1,552
)
 
(1,361
)
 
(14
)%
 
(2,899
)
 
(3,186
)
 
9
 %
Income before income taxes
18,732

 
10,983

 
71
 %
 
18,607

 
15,863

 
17
 %
Provision for income taxes
8,391

 
3,708

 
126
 %
 
8,791

 
5,372

 
64
 %
Net income
$
10,341

 
$
7,275

 
42
 %
 
$
9,816

 
$
10,491

 
(6
)%
 
 
 
 
 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
 
 
 
 
Basic
$
0.21

 
$
0.15

 
40
 %
 
$
0.20

 
$
0.21

 
(5
)%
Diluted
$
0.21

 
$
0.14

 
50
 %
 
$
0.20

 
$
0.21

 
(5
)%
Weighted average shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
Basic
48,221

 
49,873

 
(3
)%
 
48,477

 
50,341

 
(4
)%
Diluted
48,490

 
50,354

 
(4
)%
 
48,762

 
50,897

 
(4
)%
 
 
 
 
 
 
 
 
 
 
 
 
Cash dividends declared per common share
$
0.125

 
$

 
100
 %
 
$
0.250

 
$

 
100
 %

6



CONDENSED CONSOLIDATED BALANCE SHEETS
 
(In thousands)
May 31,
2017
 
November 30, 2016
Assets
 
 
 
Current assets:
 
 
 
Cash, cash equivalents and short-term investments
$
245,082

 
$
249,754

Accounts receivable, net
43,894

 
65,678

Other current assets
22,332

 
20,621

Total current assets
311,308

 
336,053

Property and equipment, net
44,863

 
50,105

Goodwill and intangible assets, net
377,562

 
358,894

Other assets
3,331

 
9,775

Total assets
$
737,064

 
$
754,827

Liabilities and shareholders’ equity
 
 
 
Current liabilities:
 
 
 
Accounts payable and other current liabilities
$
62,345

 
$
59,778

Current portion of long-term debt
14,643

 
15,000

Short-term deferred revenue
133,254

 
128,960

Total current liabilities
210,242

 
203,738

Long-term deferred revenue
8,820

 
8,801

Long-term debt
111,964

 
120,000

Other long-term liabilities
13,202

 
15,659

Shareholders’ equity:
 
 
 
Common stock and additional paid-in capital
242,331

 
239,496

Retained earnings
150,505

 
167,133

Total shareholders’ equity
392,836

 
406,629

Total liabilities and shareholders’ equity
$
737,064

 
$
754,827




7


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  
 
Three Months Ended
 
Six Months Ended
(In thousands)
May 31,
2017
 
May 31,
2016
 
May 31,
2017
 
May 31,
2016
Cash flows from operating activities:
 
 
 
 
 
 
 
Net income
$
10,341

 
$
7,275

 
$
9,816

 
$
10,491

Depreciation and amortization
10,490

 
9,969

 
19,848

 
19,909

Stock-based compensation
3,633

 
6,293

 
5,263

 
13,231

Other non-cash adjustments
444

 
1,691

 
4,571

 
977

Changes in operating assets and liabilities
(2,479
)
 
1,532

 
20,231

 
4,654

Net cash flows from operating activities
22,429

 
26,760

 
59,729

 
49,262

Capital expenditures
(140
)
 
(1,204
)
 
(523
)
 
(2,617
)
Repurchases of common stock, net of issuances
(7,503
)
 
(47,137
)
 
(19,923
)
 
(52,509
)
Dividend payments to shareholders
(6,044
)
 

 
(12,116
)
 

Payments for acquisitions
(28,270
)
 

 
(28,270
)
 

Payment of long-term debt
(3,750
)
 
(1,875
)
 
(7,500
)
 
(5,625
)
Other
4,168

 
1,074

 
3,931

 
(681
)
Net change in cash, cash equivalents and short-term investments
(19,110
)
 
(22,382
)
 
(4,672
)
 
(12,170
)
Cash, cash equivalents and short-term investments, beginning of period
264,192

 
251,491

 
249,754

 
241,279

Cash, cash equivalents and short-term investments, end of period
$
245,082

 
$
229,109

 
$
245,082

 
$
229,109




8


RESULTS OF OPERATIONS BY SEGMENT
 
Three Months Ended
 
Six Months Ended
(In thousands)
May 31, 2017
 
May 31, 2016
 
% Change
 
May 31, 2017
 
May 31, 2016
 
% Change
Segment revenue:
 
 
 
 
 
 
 
 
 
 
 
OpenEdge
$
65,890

 
$
66,928

 
(2
)%
 
$
130,398

 
$
131,061

 
(1
)%
Data Connectivity and Integration
7,096

 
10,005

 
(29
)%
 
13,924

 
16,601

 
(16
)%
Application Development and Deployment
20,227

 
19,185

 
5
 %
 
39,861

 
37,937

 
5
 %
Total revenue
93,213

 
96,118

 
(3
)%
 
184,183

 
185,599

 
(1
)%
Segment costs of revenue and operating expenses:
 
 
 
 

 
 
 
 
 
 
OpenEdge
16,287

 
17,296

 
(6
)%
 
34,164

 
35,360

 
(3
)%
Data Connectivity and Integration
2,069

 
3,134

 
(34
)%
 
4,331

 
6,035

 
(28
)%
Application Development and Deployment
5,991

 
9,724

 
(38
)%
 
13,527

 
18,535

 
(27
)%
Total costs of revenue and operating expenses
24,347

 
30,154

 
(19
)%
 
52,022

 
59,930

 
(13
)%
Segment contribution:
 
 
 
 

 
 
 
 
 
 
OpenEdge
49,603

 
49,632

 
 %
 
96,234

 
95,701

 
1
 %
Data Connectivity and Integration
5,027

 
6,871

 
(27
)%
 
9,593

 
10,566

 
(9
)%
Application Development and Deployment
14,236

 
9,461

 
50
 %
 
26,334

 
19,402

 
36
 %
Total contribution
68,866

 
65,964

 
4
 %
 
132,161

 
125,669

 
5
 %
Other unallocated expenses (1)
48,582

 
53,620

 
(9
)%
 
110,655

 
106,620

 
4
 %
Income from operations
20,284

 
12,344

 
64
 %
 
21,506

 
19,049

 
13
 %
Other (expense) income, net
(1,552
)
 
(1,361
)
 
(14
)%
 
(2,899
)
 
(3,186
)
 
9
 %
Income before provision for income taxes
$
18,732

 
$
10,983

 
71
 %
 
$
18,607

 
$
15,863

 
17
 %
 
 
 
 
 
 
 
 
 
 
 
 
(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 of acquired intangibles, stock-based compensation, restructuring, and acquisition related expenses.

9


SUPPLEMENTAL INFORMATION

Revenue by Type
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q2 2016
 
Q3 2016
 
Q4 2016
 
Q1 2017
 
Q2 2017
License
$
28,787

 
$
33,624

 
$
48,497

 
$
24,322

 
$
25,592

Maintenance
59,485

 
60,368

 
60,188

 
59,138

 
59,898

Services
7,846

 
8,026

 
9,039

 
7,510

 
7,723

Total revenue
$
96,118

 
$
102,018

 
$
117,724

 
$
90,970

 
$
93,213

 
 
 
 
 
 
 
 
 
 
Revenue by Region
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q2 2016
 
Q3 2016
 
Q4 2016
 
Q1 2017
 
Q2 2017
North America
$
53,392

 
$
58,275

 
$
68,471

 
$
50,305

 
$
51,430

EMEA
31,577

 
32,719

 
35,301

 
29,844

 
30,646

Latin America
4,389

 
4,667

 
8,407

 
5,023

 
5,637

Asia Pacific
6,760

 
6,357

 
5,545

 
5,798

 
5,500

Total revenue
$
96,118

 
$
102,018

 
$
117,724

 
$
90,970

 
$
93,213

 
 
 
 
 
 
 
 
 
 
Revenue by Segment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q2 2016
 
Q3 2016
 
Q4 2016
 
Q1 2017
 
Q2 2017
OpenEdge
$
66,928

 
$
67,534

 
$
77,672

 
$
64,508

 
$
65,890

Data Connectivity and Integration
10,005

 
14,251

 
17,157

 
6,828

 
7,096

Application Development and Deployment
19,185

 
20,233

 
22,895

 
19,634

 
20,227

Total revenue
$
96,118

 
$
102,018

 
$
117,724

 
$
90,970

 
$
93,213













10


RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES - QTD
 
Three Months Ended
 
% Change
(In thousands, except per share data)
May 31, 2017
 
May 31, 2016
 
Non-GAAP
Adjusted revenue:
 
 
 
 
 
 
 
 
 
GAAP revenue
$
93,213

 
 
 
$
96,118

 
 
 
 
Acquisition-related revenue (1)
214

 
 
 
564

 
 
 
 
Non-GAAP revenue
$
93,427

 
100
 %
 
$
96,682

 
100
 %
 
(3
)%
 
 
 
 
 
 
 
 
 
 
Adjusted gross margin:
 
 
 
 


 
 
 
 
GAAP gross margin
$
75,846

 
81
 %
 
$
79,883

 
83
 %
 
 
Amortization of acquired intangibles
4,683

 
6
 %
 
3,939

 
4
 %
 
 
Stock-based compensation (2)
294

 
 %
 
180

 
 %
 
 
Acquisition-related revenue (1)
214

 
 %
 
564

 
 %
 
 
Non-GAAP gross margin
$
81,037

 
87
 %
 
$
84,566

 
87
 %
 
(4
)%
 
 
 
 
 

 
 
 
 
Adjusted operating expenses:
 
 
 
 


 
 
 
 
GAAP operating expenses
$
55,562

 
60
 %
 
$
67,539

 
70
 %
 
 
Amortization of acquired intangibles
(3,223
)
 
(3
)%
 
(3,185
)
 
(3
)%
 
 
Restructuring expenses and other
(498
)
 
(1
)%
 
(331
)
 
 %
 
 
Acquisition-related expenses
(44
)
 
 %
 
(324
)
 
 %
 
 
Stock-based compensation (2)
(3,339
)
 
(4
)%
 
(6,113
)
 
(7
)%
 


Non-GAAP operating expenses
$
48,458

 
52
 %
 
$
57,586

 
60
 %
 
(16
)%
 


 
 
 


 


 
 
Adjusted income from operations:
 
 
 
 
 
 
 
 
 
GAAP operating income
$
20,284

 
22
 %
 
$
12,344

 
13
 %
 
 
Amortization of acquired intangibles
7,906

 
8
 %
 
7,124

 
7
 %
 
 
Restructuring expenses and other
498

 
1
 %
 
331

 
 %
 
 
Stock-based compensation (2)
3,633

 
4
 %
 
6,293

 
7
 %
 
 
Acquisition-related
258

 
 %
 
888

 
1
 %
 


Non-GAAP income from operations
$
32,579

 
35
 %
 
$
26,980

 
28
 %
 
21
 %
 


 


 


 


 


Adjusted diluted earnings per share:
 
 
 
 
 
 
 
 
 
GAAP diluted earnings per share
$
0.21

 


 
$
0.14

 
 
 


Amortization of acquired intangibles
0.16

 
 
 
0.14

 
 
 
 
Restructuring expenses and other
0.01

 
 
 
0.01

 
 
 
 
Stock-based compensation (2)
0.07

 
 
 
0.13

 
 
 
 
Acquisition-related
0.01

 
 
 
0.02

 
 
 
 
Provision for income taxes
(0.04
)
 
 
 
(0.11
)
 
 
 
 
Non-GAAP diluted earnings per share
$
0.42

 
 
 
$
0.33

 
 
 
27
 %
 
 
 
 
 
 
 
 
 
 
Non-GAAP weighted avg shares outstanding - diluted
48,490

 
 
 
50,354

 

 
(4
)%
 
 
 
 
 
 
 
 
 
 
(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
$
294

 
 
 
$
180

 
 
 
 
Sales and marketing
200

 
 
 
962

 
 
 
 
Product development
1,158

 
 
 
2,397

 
 
 
 
General and administrative
1,981

 
 
 
2,754

 
 
 
 
Operating Expenses
3,339

 
 
 
6,113

 
 
 
 
Total
$
3,633

 
 
 
$
6,293

 
 
 
 

11


RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES - YTD
 
Six Months Ended
 
% Change
(In thousands, except per share data)
May 31, 2017
 
May 31, 2016
 
Non-GAAP
Adjusted revenue:
 
 
 
 
 
 
 
 
 
GAAP revenue
$
184,183

 
 
 
$
185,599

 
 
 
 
Acquisition-related revenue (1)
446

 
 
 
1,321

 
 
 
 
Non-GAAP revenue
$
184,629

 
100
 %
 
$
186,920

 
100
 %
 
(1
)%
 
 
 
 
 
 
 
 
 
 
Adjusted gross margin:
 
 
 
 


 
 
 
 
GAAP gross margin
$
151,058

 
82
 %
 
$
153,614

 
83
 %
 
 
Amortization of acquired intangibles
8,361

 
5
 %
 
7,878

 
4
 %
 
 
Stock-based compensation (2)
551

 
 %
 
376

 
 %
 
 
Acquisition-related revenue (1)
446

 
 %
 
1,321

 
 %
 
 
Non-GAAP gross margin
$
160,416

 
87
 %
 
$
163,189

 
87
 %
 
(2
)%
 
 
 
 
 

 
 
 
 
Adjusted operating expenses:
 
 
 
 


 
 
 
 
GAAP operating expenses
$
129,552

 
70
 %
 
$
134,565

 
72
 %
 
 
Amortization of acquired intangibles
(6,402
)
 
(3
)%
 
(6,370
)
 
(4
)%
 
 
Restructuring expenses and other
(17,637
)
 
(10
)%
 
(265
)
 
 %
 
 
Acquisition-related expenses
(93
)
 
 %
 
(396
)
 
 %
 
 
Stock-based compensation (2)
(4,712
)
 
(2
)%
 
(12,855
)
 
(7
)%
 


Non-GAAP operating expenses
$
100,708

 
55
 %
 
$
114,679

 
61
 %
 
(12
)%
 


 
 
 


 


 
 
Adjusted income from operations:
 
 
 
 
 
 
 
 
 
GAAP operating income
$
21,506

 
12
 %
 
$
19,049

 
10
 %
 
 
Amortization of acquired intangibles
14,763

 
8
 %
 
14,248

 
8
 %
 
 
Restructuring expenses and other
17,637

 
9
 %
 
265

 
 %
 
 
Stock-based compensation (2)
5,263

 
3
 %
 
13,231

 
7
 %
 
 
Acquisition-related
539

 
 %
 
1,717

 
1
 %
 


Non-GAAP income from operations
$
59,708

 
32
 %
 
$
48,510

 
26
 %
 
23
 %
 


 


 


 


 


Adjusted diluted earnings per share:
 
 
 
 
 
 
 
 
 
GAAP diluted earnings per share
$
0.20

 


 
$
0.21

 
 
 


Amortization of acquired intangibles
0.30

 
 
 
0.28

 
 
 
 
Restructuring expenses and other
0.36

 
 
 

 
 
 
 
Stock-based compensation (2)
0.11

 
 
 
0.26

 
 
 
 
Acquisition-related
0.01

 
 
 
0.03

 
 
 
 
Provision for income taxes
(0.21
)
 
 
 
(0.19
)
 
 
 
 
Non-GAAP diluted earnings per share
$
0.77

 
 
 
$
0.59

 
 
 
31
 %
 
 
 
 
 
 
 
 
 
 
Non-GAAP weighted avg shares outstanding - diluted
48,762

 
 
 
50,897

 

 
(4
)%
 
 
 
 
 
 
 
 
 
 
(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
$
551

 
 
 
$
376

 
 
 
 
Sales and marketing
563

 
 
 
2,041

 
 
 
 
Product development
1,054

 
 
 
5,077

 
 
 
 
General and administrative
3,095

 
 
 
5,737

 
 
 
 
Operating Expenses
4,712

 
 
 
12,855

 
 
 
 
Total
$
5,263

 
 
 
$
13,231

 
 
 
 

12


OTHER NON-GAAP FINANCIAL MEASURES - QTD

Revenue by Type
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q2 2017
 
Non-GAAP Adjustment (1)
 
Non-GAAP Revenue
License
$
25,592

 
$
47

 
$
25,639

Maintenance
59,898

 
167

 
60,065

Services
7,723

 

 
7,723

Total revenue
$
93,213

 
$
214

 
$
93,427

 
 
 
 
 
 
Revenue by Region
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q2 2017
 
Non-GAAP Adjustment (1)
 
Non-GAAP Revenue
North America
$
51,430

 
$
214

 
$
51,644

EMEA
30,646

 

 
30,646

Latin America
5,637

 

 
5,637

Asia Pacific
5,500

 

 
5,500

Total revenue
$
93,213

 
$
214

 
$
93,427

 
 
 
 
 
 
Revenue by Segment
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q2 2017
 
Non-GAAP Adjustment (1)
 
Non-GAAP Revenue
OpenEdge
$
65,890

 
$

 
$
65,890

Data Connectivity and Integration
7,096

 

 
7,096

Application Development and Deployment
20,227

 
214

 
20,441

Total revenue
$
93,213

 
$
214

 
$
93,427

 
 
 
 
 
 
(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)
Q2 2017
 
Q2 2016
 
% Change
Cash flows from operations
$
22,429

 
$
26,760

 
(16
)%
Purchases of property and equipment
(140
)
 
(1,204
)
 
(88
)%
Free cash flow
22,289

 
25,556

 
(13
)%
Add back: restructuring payments
5,566

 
891

 
525
 %
Adjusted free cash flow
$
27,855

 
$
26,447

 
5
 %

13


OTHER NON-GAAP FINANCIAL MEASURES - YTD

Revenue by Type
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
YTD 2017
 
Non-GAAP Adjustment (1)
 
Non-GAAP Revenue
License
$
49,914

 
$
99

 
$
50,013

Maintenance
119,036

 
347

 
119,383

Services
15,233

 

 
15,233

Total revenue
$
184,183

 
$
446

 
$
184,629

 
 
 
 
 
 
Revenue by Region
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
YTD 2017
 
Non-GAAP Adjustment (1)
 
Non-GAAP Revenue
North America
$
101,735

 
$
446

 
$
102,181

EMEA
60,490

 

 
60,490

Latin America
10,660

 

 
10,660

Asia Pacific
11,298

 

 
11,298

Total revenue
$
184,183

 
$
446

 
$
184,629

 
 
 
 
 
 
Revenue by Segment
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
YTD 2017
 
Non-GAAP Adjustment (1)
 
Non-GAAP Revenue
OpenEdge
$
130,398

 
$

 
$
130,398

Data Connectivity and Integration
13,924

 

 
13,924

Application Development and Deployment
39,861

 
446

 
40,307

Total revenue
$
184,183

 
$
446

 
$
184,629

 
 
 
 
 
 
(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 2017
 
YTD Q2 2016
 
% Change
Cash flows from operations
$
59,729

 
$
49,262

 
21
 %
Purchases of property and equipment
(523
)
 
(2,617
)
 
(80
)%
Free cash flow
59,206

 
46,645

 
27
 %
Add back: restructuring payments
11,630

 
2,483

 
368
 %
Adjusted free cash flow
$
70,836

 
$
49,128

 
44
 %

14


Non-GAAP Bookings from Application Development and Deployment Segment

(In thousands)
Q1 2016
 
Q2 2016
 
Q3 2016
 
Q4 2016
 
FY 2016
 
Q1 2017
 
Q2 2017
GAAP revenue
$
18,752

 
$
19,185

 
$
20,233

 
$
22,895

 
$
81,065

 
$
19,634

 
$
20,226

Add: change in deferred revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
49,252

 
49,237

 
51,693

 
51,736

 
49,252

 
52,971

 
51,298

Ending balance
49,237

 
51,693

 
51,736

 
52,971

 
52,971

 
51,298

 
52,400

Change in deferred revenue
(15
)
 
2,456

 
43

 
1,235

 
3,719

 
(1,673
)

1,102

Non-GAAP bookings
$
18,737

 
$
21,641

 
$
20,276

 
$
24,130

 
$
84,784

 
$
17,961

 
$
21,328


SaaS Revenue (Hosted Services) from Application Development and Deployment Segment

(In thousands)
Q1 2016
 
Q2 2016
 
Q3 2016
 
Q4 2016
 
FY 2016
 
Q1 2017
 
Q2 2017
SaaS Revenue - Application Development and Deployment
$
1,071

 
$
1,079

 
$
1,160

 
$
1,163

 
$
4,473

 
$
963

 
$
854



15


RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2017 GUIDANCE
(Unaudited)

Fiscal Year 2017 Revenue Growth Guidance
 
Fiscal Year Ended
 
Fiscal Year Ending
 
November 30, 2016
 
November 30, 2017
(In millions)
 
 
Low
 
% Change
 
High
 
% Change
GAAP revenue
$
405.3

 
$
390.0

 
(4
)%
 
$
395.0

 
(3
)%
Acquisition-related adjustments - revenue (1)
2.1

 
1.0

 
(52
)%
 
1.0

 
(52
)%
Non-GAAP revenue
$
407.4

 
$
391.0

 
(4
)%
 
$
396.0

 
(3
)%
 
 
 
 
 
 
 
 
 
 
(1) Acquisition-related revenue constitutes revenue reflected as pre-acquisition deferred revenue that would otherwise have been recognized but for the purchase accounting treatment of acquisitions. Since GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of our economic activities.

Fiscal Year 2017 Non-GAAP Operating Margin Guidance
 
Fiscal Year Ending November 30, 2017
(In millions)
Low
 
High
GAAP income from operations
$
61.9

 
$
68.4

GAAP operating margins
16
%
 
17
%
Acquisition-related revenue
1.0

 
1.0

Acquisition-related expense
0.1

 
0.1

Stock-based compensation
15.0

 
15.0

Restructuring expense and other
20.0

 
18.0

Amortization of intangibles
32.9

 
32.9

Total adjustments
69.0

 
67.0

Non-GAAP income from operations
$
130.9

 
$
135.4

Non-GAAP operating margin
33
%
 
34
%

Fiscal Year 2017 Non-GAAP Earnings per Share and Effective Tax Rate Guidance
 
Fiscal Year Ending November 30, 2017
(In millions, except per share data)
Low
 
High
GAAP net income
$
32.1

 
$
35.8

Adjustments (from previous table)
69.0

 
67.0

Income tax adjustment (2)
(17.1
)
 
(15.8
)
Non-GAAP net income
$
84.0

 
$
87.0

 
 
 
 
GAAP diluted earnings per share
$
0.66

 
$
0.73

Non-GAAP diluted earnings per share
$
1.73

 
$
1.78

 
 
 
 
Diluted weighted average shares outstanding
48.6

 
48.8

 
 
 
 
(2) Tax adjustment is based on a non-GAAP effective tax rate of 33% for Low and High, calculated as follows:
Non-GAAP income from operations
$
130.9

 
$
135.4

Other (expense) income, net
(5.6
)
 
(5.6
)
Non-GAAP income from continuing operations before income taxes
125.3

 
129.8

Non-GAAP net income
84.0

 
87.0

Tax provision
$
41.3

 
$
42.8

Non-GAAP tax rate
33
%
 
33
%

16


RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q3 2017 GUIDANCE
(Unaudited)

Q3 2017 Revenue Growth Guidance
 
Three Months Ended
 
Three Months Ending
 
August 31, 2016
 
August 31, 2017
(In millions)
 
 
Low
 
% Change
 
High
 
% Change
GAAP revenue
$
102.0

 
$
92.6

 
(9
)%
 
$
95.6

 
(6
)%
Acquisition-related adjustments - revenue (1)
0.4

 
0.4

 
 %
 
0.4

 
 %
Non-GAAP revenue
$
102.4

 
$
93.0

 
(9
)%
 
$
96.0

 
(6
)%
 
 
 
 
 
 
 
 
 
 
(1) Acquisition-related revenue constitutes revenue reflected as pre-acquisition deferred revenue that would otherwise have been recognized but for the purchase accounting treatment of acquisitions. Since GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of our economic activities.


Q3 2017 Non-GAAP Earnings per Share Guidance
 
Three Months Ending August 31, 2017
 
Low
 
High
GAAP diluted earnings per share
$
0.17

 
$
0.19

Acquisition-related revenue
0.01

 
0.01

Stock-based compensation
0.10

 
0.10

Amortization of intangibles
0.19

 
0.19

Total adjustments
0.30

 
0.30

Income tax adjustment
$
(0.06
)
 
$
(0.06
)
Non-GAAP diluted earnings per share
$
0.41

 
$
0.43




17