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)
Progress Software Corporation
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission file number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
(781 ) 280-4000
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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. ☐
Section 2 – Financial Information
Item 2.02 Results of Operations and Financial Condition
On September 29, 2020, Progress Software Corporation ("Progress") issued a press release announcing its financial results for the fiscal third quarter ended August 31, 2020. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not deemed incorporated by reference into any other filing of the company, whether made before or after the date of this report, regardless of any general incorporation language in the filing.
Non-GAAP Financial Information - Progress provides non-GAAP supplemental information to its financial results. We use this non-GAAP information to evaluate our period-over-period operating performance because our management believes the information helps illustrate underlying trends in our business and provides us with a more comparable measure of our continuing business, as well as a greater understanding of the results from the primary operations of our business, by excluding the effects of certain items that do not reflect the ordinary earnings of our operations. Management also uses this non-GAAP financial information to establish budgets and operational goals, which are communicated internally and externally, evaluate performance, and allocate resources. In addition, compensation of our executives and non-executive employees is based in part on the performance of our business evaluated using this same non-GAAP information. We believe this non-GAAP financial information enhances investors’ overall understanding of our current financial performance and our prospects for the future by providing more transparency for certain financial measures and providing a level of disclosure that helps investors understand how we plan and measure our business. We believe that providing this non-GAAP information affords investors a view of our operating results that may be more easily compared to our peer companies and enables investors to consider our operating results on both a GAAP and non-GAAP basis during and following the integration period of our acquisitions.
However, this non-GAAP information is not in accordance with, or an alternative to, generally accepted accounting principles in the United States ("GAAP") and should be considered in conjunction with our GAAP results as the items excluded from the non-GAAP information often have a material impact on Progress’ financial results. A reconciliation of non-GAAP adjustments to Progress' GAAP financial results is included in the tables in the press release and is available on the Progress website at www.progress.com within the investor relations section.
As described in more detail below, non-GAAP revenue, non-GAAP costs of sales and operating expenses, non-GAAP income from operations and operating margin, non-GAAP net income, and non-GAAP diluted earnings per share exclude the effect of purchase accounting on the fair value of acquired deferred revenue, amortization of acquired intangible assets, stock-based compensation expense, restructuring charges, acquisition-related and transition expenses, and the related tax effects of the preceding items. We also provide guidance on adjusted free cash flow, which is equal to cash flows from operating activities less purchases of property and equipment, plus restructuring payments.
In the noted fiscal periods, we adjusted for the following items from our GAAP financial results to arrive at our non-GAAP financial measures:
•Acquisition-related revenue - In all periods presented, we include acquisition-related revenue, which constitutes revenue reflected as pre-acquisition deferred revenue that would otherwise have been recognized but for the purchase accounting treatment of acquisitions. The acquisition-related revenue in our results relates to Ipswitch, which we acquired on April 30, 2019. The acquisition-related revenue in our guidance also includes estimates for Chef, which we announced on September 8, 2020. Since GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of our economic activities. We believe these adjustments are useful to management and investors as a measure of the ongoing performance of the business because, although we cannot be certain that customers will renew their contracts, we have historically experienced high renewal rates on maintenance and support agreements and other customer contracts. Additionally, although acquisition-related revenue adjustments are non-recurring with respect to past acquisitions, we expect to incur these adjustments in connection with any future acquisitions.
•Amortization of acquired intangibles - In all periods presented, we exclude amortization of acquired intangibles because those expenses are unrelated to our core operating performance and the intangible assets acquired vary significantly based on the timing and magnitude of our acquisition transactions and the maturities of the businesses acquired.
•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.
Constant Currency - Revenue from our international operations has historically represented a substantial portion of our total revenue. As a result, our revenue results have been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates. For example, if the local currencies of our foreign subsidiaries strengthen, our consolidated results stated in U.S. dollars are positively impacted.
As exchange rates are an important factor in understanding period to period comparisons, we present revenue growth rates on a constant currency basis, which helps improve the understanding of our revenue results and our performance in comparison to prior periods. The constant currency information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates. These results should be considered in addition to, not as a substitute for, results reported in accordance with GAAP.
Section 7 – Regulation FD
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 99.3 to this Current Report will be available on the Progress website within the investor relations section prior to the live conference call.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 99.3 | ||||||||
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: | September 29, 2020 | Progress Software Corporation | |||||||||
| By: | /s/ ANTHONY FOLGER | ||||||||||
| Anthony Folger | |||||||||||
| Chief Financial Officer | |||||||||||
 | Exhibit 99.1 | |||||||
P R E S S A N N O U N C E M E N T
Progress Announces Third Quarter 2020 Financial Results
Revenue Above Top End of Guidance Range
Pending Acquisition of Chef Supports Long-Term Growth Strategy
BEDFORD, MA, September 29, 2020 (GlobeNewswire) — Progress (NASDAQ: PRGS), the leading provider of application development and digital experience technologies, today announced financial results for its fiscal third quarter ended August 31, 2020, which are consistent with the preliminary results it announced on September 8, 2020.
Third Quarter 2020 Highlights:
•Revenue of $109.7 million increased 3% year-over-year on an actual and constant currency basis.
•Non-GAAP revenue of $110.9 million decreased 4% on an actual and constant currency basis.
•Operating margin was 30% and Non-GAAP operating margin was 42%.
•Diluted earnings per share was $0.53 compared to $0.30 in the same quarter last year, an increase of 77%.
•Non-GAAP diluted earnings per share was $0.78 compared to $0.75 in the same quarter last year, an increase of 4%.
•On September 8, 2020, we announced a definitive agreement to acquire Chef Software, a global leader in the growing Dev Ops and DevSecOps markets.
“I am very pleased with our financial and operating results in the third quarter.” said Yogesh Gupta, CEO at Progress. “We delivered results that were above the top end of our guidance range and raised our 2020 outlook for revenue and Non-GAAP earnings per share. Our success in Q3 was driven by the incredible work and dedication of our employees under the challenging circumstances created by the continuing COVID-19 crisis. In addition, we are excited about our pending acquisition of Chef, which demonstrates continued execution of our growth strategy, and our closing and integration plans are moving forward as planned.”
Additional financial highlights included:
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| GAAP | Non-GAAP | ||||||||||||||||||||||||||||||||||
| (In thousands, except percentages and per share amounts) | August 31, 2020 | August 31, 2019 | % Change | August 31, 2020 | August 31, 2019 | % Change | |||||||||||||||||||||||||||||
| Revenue | $ | 109,699 | $ | 106,716 | 3 | % | $ | 110,882 | $ | 115,521 | (4) | % | |||||||||||||||||||||||
| Income from operations | $ | 33,193 | $ | 15,960 | 108 | % | $ | 47,117 | $ | 45,835 | 3 | % | |||||||||||||||||||||||
| Operating margin | 30 | % | 15 | % | 100 | % | 42 | % | 40 | % | 5 | % | |||||||||||||||||||||||
| Net income | $ | 23,977 | $ | 13,557 | 77 | % | $ | 35,605 | $ | 33,849 | 5 | % | |||||||||||||||||||||||
| Diluted earnings per share | $ | 0.53 | $ | 0.30 | 77 | % | $ | 0.78 | $ | 0.75 | 4 | % | |||||||||||||||||||||||
| Cash from operations (GAAP) /Adjusted free cash flow (Non-GAAP) | $ | 31,112 | $ | 26,766 | 16 | % | $ | 30,101 | $ | 27,394 | 10 | % | |||||||||||||||||||||||
Other fiscal third quarter 2020 metrics and recent results included:
•Cash, cash equivalents and short-term investments were $230.1 million at the end of the quarter;
•DSO was 49 days compared to 53 days in the fiscal third quarter of 2019 and 47 days in the fiscal second quarter of 2020; and
•On September 22, 2020, our Board of Directors declared a quarterly dividend of $0.175 per share of common stock that will be paid on December 15, 2020 to shareholders of record as of the close of business on December 1, 2020. This represents an increase of 6% to the Company's quarterly dividend.
Anthony Folger, CFO, said: “Our strong financial results for the third quarter were delivered against the backdrop of a major global pandemic, demonstrating the durability of our business model and disciplined approach to investing in our operations.
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With more than $230 million in cash at the end of the quarter and a net leverage ratio of 0.3X, we are well positioned to continue to execute our strategy, support our core business and increase our quarterly dividend for the third straight year.”
2020 Business Outlook
Progress provides the following updated guidance for the fiscal year ending November 30, 2020 and the fiscal fourth quarter ending November 30, 2020, which, in the case of the guidance for the fiscal year ending November 30, 2020, is consistent with the preliminary guidance it provided on September 8, 2020:
| Prior FY 2020 Guidance (June 25, 2020) | Updated FY 2020 Guidance (September 29, 2020) | ||||||||||||||||||||||
| (In millions, except percentages and per share amounts) | GAAP | Non-GAAP | GAAP | Non-GAAP | |||||||||||||||||||
| Revenue | $425 - $435 | $433 - $443 | $438 - $442 | $452 - $456 | |||||||||||||||||||
| Diluted earnings per share | $1.81 - $1.85 | $2.82 - $2.86 | $1.63 - $1.66 | $2.94 - $2.97 | |||||||||||||||||||
| Operating margin | 27% | 40% | 24% | 40% | |||||||||||||||||||
| Cash from operations (GAAP) / Adjusted free cash flow (Non-GAAP) | $129 - $139 | $125 - $135 | $138 - $143 | $135 - $140 | |||||||||||||||||||
| Effective tax rate | 22 | % | 21 | % | 21 | % | 20 | % | |||||||||||||||
| Q4 2020 Guidance | |||||||||||
| (In millions, except per share amounts) | GAAP | Non-GAAP | |||||||||
| Revenue | $119 - $123 | $125 - $129 | |||||||||
| Diluted earnings per share | $0.26 - $0.29 | $0.76 - $0.79 | |||||||||
The expected economic impact of the COVID-19 crisis on our current 2020 business outlook is a reduction of approximately $8 to $11 million on GAAP and non-GAAP revenue, and an increase of approximately $0.03 to $0.05 on GAAP and non-GAAP earnings per share.
The expected contribution resulting from the acquisition of Chef on our current 2020 business outlook is approximately $5 to $7 million of GAAP revenue and $10 to $12 million of non-GAAP revenue, and a negative impact of $0.27 to $0.31 to GAAP earnings per share and $0.00 to $0.04 to non-GAAP earnings per share.
Based on current exchange rates, the expected negative currency translation impact on Progress' fiscal year 2020 business outlook compared to 2019 exchange rates is approximately $1.3 million on GAAP and non-GAAP revenue, and approximately $0.02 on GAAP and non-GAAP diluted earnings per share. The expected positive currency translation impact on Progress' fiscal Q4 2020 business outlook compared to 2019 exchange rates on GAAP and non-GAAP revenue is approximately $1.0 million. The expected impact on Q4 2020 earnings per share is not meaningful. To the extent that there are changes in exchange rates versus the current environment, this may have an impact on Progress' business outlook.
Conference Call
Progress will hold a conference call to review its financial results for the fiscal third quarter of 2020 at 5:00 p.m. ET on Tuesday, September 29, 2020. The call can be accessed on the investor relations section of the company’s website, located at www.progress.com. Additionally, you can listen to the call by telephone by dialing 888-204-4368 or 323-994-2093, passcode 7969757. The conference call will include comments followed by questions and answers. An archived version of the conference call and supporting materials will be available on the Progress website within the investor relations section after the live conference call.
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Legal Notice Regarding Non-GAAP Financial Information
Progress provides non-GAAP financial information as additional information for investors. These non-GAAP measures are not in accordance with, or an alternative to, generally accepted accounting principles in the United States ("GAAP"). Progress believes that the non-GAAP results described in this release are useful for an understanding of its ongoing operations and provide additional detail and an alternative method of assessing its operating results. A reconciliation of non-GAAP adjustments to the company's GAAP financial results is included in the tables below and is available on the Progress website at www.progress.com within the investor relations section. Additional information regarding the company's non-GAAP financial information is contained in the company's Current Report on Form 8-K furnished to the Securities and Exchange Commission in connection with this press release, which is also available on the Progress website within the investor relations section.
Note Regarding Forward-Looking Statements
This press release contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Progress has identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “might,” “should,” “expect,” “intend,” “plan,” “target,” “anticipate” and “continue,” the negative of these words, other terms of similar meaning or the use of future dates.
Forward-looking statements in this press release include, but are not limited to, statements regarding Progress' business outlook and financial guidance. There are a number of factors that could cause actual results or future events to differ materially from those anticipated by the forward-looking statements, including, without limitation:
(1) Economic, geopolitical and market conditions can adversely affect our business, results of operations and financial condition, including our revenue growth and profitability, which in turn could adversely affect our stock price. (2) We may fail to achieve our financial forecasts due to such factors as delays or size reductions in transactions, fewer large transactions in a particular quarter, fluctuations in currency exchange rates, or a decline in our renewal rates for contracts. (3) Our ability to successfully manage transitions to new business models and markets, including an increased emphasis on a cloud and subscription strategy, may not be successful. (4) If we are unable to develop new or sufficiently differentiated products and services, or to enhance and improve our existing products and services in a timely manner to meet market demand, partners and customers may not purchase new software licenses or subscriptions or purchase or renew support contracts. (5) We depend upon our extensive partner channel and we may not be successful in retaining or expanding our relationships with channel partners. (6) Our international sales and operations subject us to additional risks that can adversely affect our operating results, including risks relating to foreign currency gains and losses. (7) If the security measures for our software, services or other offerings are compromised or subject to a successful cyber-attack, or if such offerings contain significant coding or configuration errors, we may experience reputational harm, legal claims and financial exposure. (8) We have made acquisitions, and may make acquisitions in the future, including our pending acquisition of Chef, and those acquisitions may not be successful, may involve unanticipated costs or other integration issues or may disrupt our existing operations. (9) Delay or failure to consummate the proposed acquisition of Chef or to realize the expected synergies and benefits of the acquisition could negatively impact our future results of operations and financial condition; (10) The coronavirus disease (COVID-19) outbreak and the impact it could have on our employees, customers, partners, and the global financial markets could adversely affect our business, 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, 2019. Progress undertakes no obligation to update any forward-looking statements, which speak only as of the date of this press release.
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About Progress
Progress (NASDAQ: PRGS) offers the leading platform for developing and deploying strategic business applications. We enable customers and partners to deliver modern, high-impact digital experiences with a fraction of the effort, time and cost. Progress offers powerful tools for easily building adaptive user experiences across any type of device or touchpoint, the flexibility of a cloud-native app dev platform to deliver modern apps, leading data connectivity technology, web content management, business rules, secure file transfer, network monitoring, plus award-winning machine learning that enables cognitive capabilities to be a part of any application. Over 1,700 independent software vendors, 100,000 enterprise customers, and two million developers rely on Progress to power their applications. Learn about Progress at www.progress.com or +1-800-477-6473.
Progress and Progress Software are trademarks or registered trademarks of Progress Software Corporation and/or its subsidiaries or affiliates in the U.S. and other countries. Any other names contained herein may be trademarks of their respective owners.
| Investor Contact: | Press Contact: | |||||||
| Garo Toomajanian | Erica McShane | |||||||
| Progress Software | Progress Software | |||||||
| +1 781 280 4817 | +1 781 280 4000 | |||||||
| Investor-Relations@progress.com | PR@progress.com | |||||||
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| (In thousands, except per share data) | August 31, 2020 | August 31, 2019 | % Change | August 31, 2020 | August 31, 2019 | % Change | |||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||||||||
| Software licenses | $ | 27,514 | $ | 30,686 | (10) | % | $ | 77,806 | $ | 83,216 | (7) | % | |||||||||||||||||||||||
| Maintenance and services | 82,185 | 76,030 | 8 | % | 241,959 | 213,044 | 14 | % | |||||||||||||||||||||||||||
| Total revenue | 109,699 | 106,716 | 3 | % | 319,765 | 296,260 | 8 | % | |||||||||||||||||||||||||||
| Costs of revenue: | |||||||||||||||||||||||||||||||||||
| Cost of software licenses | 1,103 | 1,204 | (8) | % | 3,302 | 3,296 | — | % | |||||||||||||||||||||||||||
| Cost of maintenance and services | 11,971 | 12,163 | (2) | % | 35,607 | 32,182 | 11 | % | |||||||||||||||||||||||||||
| Amortization of acquired intangibles | 1,664 | 7,458 | (78) | % | 4,974 | 18,997 | (74) | % | |||||||||||||||||||||||||||
| Total costs of revenue | 14,738 | 20,825 | (29) | % | 43,883 | 54,475 | (19) | % | |||||||||||||||||||||||||||
| Gross profit | 94,961 | 85,891 | 11 | % | 275,882 | 241,785 | 14 | % | |||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Sales and marketing | 22,186 | 25,177 | (12) | % | 68,100 | 72,332 | (6) | % | |||||||||||||||||||||||||||
| Product development | 20,676 | 23,126 | (11) | % | 64,117 | 64,704 | (1) | % | |||||||||||||||||||||||||||
| General and administrative | 13,514 | 13,506 | — | % | 38,702 | 38,445 | 1 | % | |||||||||||||||||||||||||||
| Amortization of acquired intangibles | 4,176 | 7,068 | (41) | % | 12,484 | 14,841 | (16) | % | |||||||||||||||||||||||||||
| Restructuring expenses | 91 | 801 | (89) | % | 1,826 | 3,993 | (54) | % | |||||||||||||||||||||||||||
| Acquisition-related expenses | 1,125 | 253 | 345 | % | 1,439 | 1,360 | 6 | % | |||||||||||||||||||||||||||
| Total operating expenses | 61,768 | 69,931 | (12) | % | 186,668 | 195,675 | (5) | % | |||||||||||||||||||||||||||
| Income from operations | 33,193 | 15,960 | 108 | % | 89,214 | 46,110 | 93 | % | |||||||||||||||||||||||||||
| Other expense, net | (2,962) | (3,718) | 20 | % | (9,206) | (8,038) | (15) | % | |||||||||||||||||||||||||||
| Income before income taxes | 30,231 | 12,242 | 147 | % | 80,008 | 38,072 | 110 | % | |||||||||||||||||||||||||||
| Provision for income taxes | 6,254 | (1,315) | (576) | % | 17,947 | 6,932 | 159 | % | |||||||||||||||||||||||||||
| Net income | $ | 23,977 | $ | 13,557 | 77 | % | $ | 62,061 | $ | 31,140 | 99 | % | |||||||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||||||||||||||
| Basic | $ | 0.53 | $ | 0.30 | 77 | % | $ | 1.38 | $ | 0.70 | 97 | % | |||||||||||||||||||||||
| Diluted | $ | 0.53 | $ | 0.30 | 77 | % | $ | 1.37 | $ | 0.69 | 99 | % | |||||||||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||||||||||||||
| Basic | 45,036 | 44,716 | 1 | % | 44,941 | 44,761 | — | % | |||||||||||||||||||||||||||
| Diluted | 45,364 | 45,303 | — | % | 45,382 | 45,292 | — | % | |||||||||||||||||||||||||||
| Cash dividends declared per common share | $ | 0.165 | $ | 0.155 | 6 | % | $ | 0.495 | $ | 0.465 | 6 | % | |||||||||||||||||||||||
| *Not meaningful | |||||||||||||||||||||||||||||||||||
| Stock-based compensation is included in the condensed consolidated statements of operations, as follows: | |||||||||||||||||||||||||||||||||||
| Cost of revenue | $ | 322 | $ | 317 | 2 | % | $ | 979 | $ | 811 | 21 | % | |||||||||||||||||||||||
| Sales and marketing | 1,035 | 968 | 7 | % | 3,195 | 3,205 | — | % | |||||||||||||||||||||||||||
| Product development | 1,693 | 1,529 | 11 | % | 5,518 | 5,393 | 2 | % | |||||||||||||||||||||||||||
| General and administrative | 2,635 | 2,676 | (2) | % | 7,667 | 8,002 | (4) | % | |||||||||||||||||||||||||||
| Total | $ | 5,685 | $ | 5,490 | 4 | % | $ | 17,359 | $ | 17,411 | — | % | |||||||||||||||||||||||
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CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (In thousands) | August 31, 2020 | November 30, 2019 | |||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash, cash equivalents and short-term investments | $ | 230,119 | $ | 173,685 | |||||||
| Accounts receivable, net | 60,463 | 72,820 | |||||||||
| Unbilled receivables and contract assets | 13,967 | 10,880 | |||||||||
| Other current assets | 15,657 | 27,280 | |||||||||
| Total current assets | 320,206 | 284,665 | |||||||||
| Long-term unbilled receivables and contract assets | 8,740 | 12,492 | |||||||||
| Property and equipment, net | 28,111 | 29,765 | |||||||||
| Goodwill and intangible assets, net | 513,798 | 532,216 | |||||||||
| Right-of-use lease assets | 24,011 | — | |||||||||
| Other assets | 24,602 | 22,133 | |||||||||
| Total assets | $ | 919,468 | $ | 881,271 | |||||||
| Liabilities and shareholders’ equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and other current liabilities | $ | 53,554 | $ | 72,674 | |||||||
| Current portion of long-term debt, net | 16,361 | 10,717 | |||||||||
| Short-term lease liability | 6,271 | — | |||||||||
| Short-term deferred revenue | 151,505 | 157,494 | |||||||||
| Total current liabilities | 227,691 | 240,885 | |||||||||
| Long-term debt, net | 271,261 | 284,002 | |||||||||
| Long-term lease liability | 19,442 | — | |||||||||
| Long-term deferred revenue | 19,851 | 19,752 | |||||||||
| Other long-term liabilities | 13,057 | 6,350 | |||||||||
| Shareholders’ equity: | |||||||||||
| Common stock and additional paid-in capital | 311,342 | 295,953 | |||||||||
| Retained earnings | 56,824 | 34,329 | |||||||||
| Total shareholders’ equity | 368,166 | 330,282 | |||||||||
| Total liabilities and shareholders’ equity | $ | 919,468 | $ | 881,271 | |||||||
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (In thousands) | August 31, 2020 | August 31, 2019 | August 31, 2020 | August 31, 2019 | |||||||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||||||||
| Net income | $ | 23,977 | $ | 13,557 | $ | 62,061 | $ | 31,140 | |||||||||||||||
| Depreciation and amortization | 7,480 | 16,822 | 22,721 | 40,160 | |||||||||||||||||||
| Stock-based compensation | 5,685 | 5,490 | 17,359 | 17,411 | |||||||||||||||||||
| Other non-cash adjustments | 655 | 743 | 8,311 | (5,695) | |||||||||||||||||||
| Changes in operating assets and liabilities | (6,685) | (9,846) | (8,367) | 8,867 | |||||||||||||||||||
| Net cash flows from operating activities | 31,112 | 26,766 | 102,085 | 91,883 | |||||||||||||||||||
| Capital expenditures | (1,662) | (750) | (3,419) | (1,830) | |||||||||||||||||||
| Issuances of common stock, net of repurchases | 1,719 | 2,044 | (10,973) | (18,653) | |||||||||||||||||||
| Dividend payments to shareholders | (7,452) | (6,933) | (22,358) | (20,819) | |||||||||||||||||||
| Payments for acquisitions, net of cash acquired | — | — | — | (225,298) | |||||||||||||||||||
| Proceeds from the issuance of debt, net of payment of issuance costs | — | — | — | 183,373 | |||||||||||||||||||
| Proceeds from sale of property, plant and equipment, net | — | — | — | 6,146 | |||||||||||||||||||
| Payments of principal on long-term debt | (3,763) | (1,880) | (7,525) | (3,427) | |||||||||||||||||||
| Other | 6,520 | (2,403) | (1,376) | (5,491) | |||||||||||||||||||
| Net change in cash, cash equivalents and short-term investments | 26,474 | 16,844 | 56,434 | 5,884 | |||||||||||||||||||
| Cash, cash equivalents and short-term investments, beginning of period | 203,645 | 128,553 | 173,685 | 139,513 | |||||||||||||||||||
| Cash, cash equivalents and short-term investments, end of period | $ | 230,119 | $ | 145,397 | $ | 230,119 | $ | 145,397 | |||||||||||||||
7
RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES - THIRD QUARTER
(Unaudited)
| Three Months Ended | % Change | ||||||||||||||||||||||||||||
| (In thousands, except per share data) | August 31, 2020 | August 31, 2019 | Non-GAAP | ||||||||||||||||||||||||||
| Adjusted revenue: | |||||||||||||||||||||||||||||
| GAAP revenue | $ | 109,699 | $ | 106,716 | |||||||||||||||||||||||||
Acquisition-related revenue(1) | 1,183 | 8,805 | |||||||||||||||||||||||||||
| Non-GAAP revenue | $ | 110,882 | 100 | % | $ | 115,521 | 100 | % | (4) | % | |||||||||||||||||||
| Adjusted income from operations: | |||||||||||||||||||||||||||||
| GAAP income from operations | $ | 33,193 | 30 | % | $ | 15,960 | 15 | % | |||||||||||||||||||||
| Amortization of acquired intangibles | 5,840 | 5 | % | 14,526 | 13 | % | |||||||||||||||||||||||
| Restructuring expenses and other | 91 | — | % | 801 | 1 | % | |||||||||||||||||||||||
| Stock-based compensation | 5,685 | 5 | % | 5,490 | 4 | % | |||||||||||||||||||||||
Acquisition-related revenue(1) and expenses | 2,308 | 2 | % | 9,058 | 7 | % | |||||||||||||||||||||||
| Non-GAAP income from operations | $ | 47,117 | 42 | % | $ | 45,835 | 40 | % | 3 | % | |||||||||||||||||||
| Adjusted net income: | |||||||||||||||||||||||||||||
| GAAP net income | $ | 23,977 | 22 | % | $ | 13,557 | 13 | % | |||||||||||||||||||||
| Amortization of acquired intangibles | 5,840 | 5 | % | 14,526 | 13 | % | |||||||||||||||||||||||
| Restructuring expenses and other | 91 | — | % | 801 | 1 | % | |||||||||||||||||||||||
| Stock-based compensation | 5,685 | 5 | % | 5,490 | 4 | % | |||||||||||||||||||||||
Acquisition-related revenue(1) and expenses | 2,308 | 2 | % | 9,058 | 7 | % | |||||||||||||||||||||||
| Provision for income taxes | (2,296) | (2) | % | (9,583) | (9) | % | |||||||||||||||||||||||
| Non-GAAP net income | $ | 35,605 | 32 | % | $ | 33,849 | 29 | % | 5 | % | |||||||||||||||||||
| Adjusted diluted earnings per share: | |||||||||||||||||||||||||||||
| GAAP diluted earnings per share | $ | 0.53 | $ | 0.30 | |||||||||||||||||||||||||
| Amortization of acquired intangibles | 0.12 | 0.32 | |||||||||||||||||||||||||||
| Restructuring expenses and other | — | 0.02 | |||||||||||||||||||||||||||
| Stock-based compensation | 0.13 | 0.12 | |||||||||||||||||||||||||||
Acquisition-related revenue(1) and expenses | 0.05 | 0.20 | |||||||||||||||||||||||||||
| Provision for income taxes | (0.05) | (0.21) | |||||||||||||||||||||||||||
| Non-GAAP diluted earnings per share | $ | 0.78 | $ | 0.75 | 4 | % | |||||||||||||||||||||||
| Non-GAAP weighted avg shares outstanding - diluted | 45,364 | 45,303 | — | % | |||||||||||||||||||||||||
| (1)Acquisition-related revenue constitutes revenue reflected as pre-acquisition deferred revenue that would otherwise have been recognized but for the purchase accounting treatment of acquisitions. Since GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of our economic activities. Acquisition-related revenue adjustments relate to Progress' OpenEdge business segment for Ipswitch. | |||||||||||||||||||||||||||||
8
RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES - YEAR TO DATE
(Unaudited)
| Nine Months Ended | % Change | ||||||||||||||||||||||||||||
| (In thousands, except per share data) | August 31, 2020 | August 31, 2019 | Non-GAAP | ||||||||||||||||||||||||||
| Adjusted revenue: | |||||||||||||||||||||||||||||
| GAAP revenue | $ | 319,765 | $ | 296,260 | |||||||||||||||||||||||||
Acquisition-related revenue(1) | 7,384 | 12,285 | |||||||||||||||||||||||||||
| Non-GAAP revenue | $ | 327,149 | 100 | % | $ | 308,545 | 100 | % | 6 | % | |||||||||||||||||||
| Adjusted income from operations: | |||||||||||||||||||||||||||||
| GAAP income from operations | $ | 89,214 | 28 | % | $ | 46,110 | 16 | % | |||||||||||||||||||||
| Amortization of acquired intangibles | 17,458 | 5 | % | 33,838 | 11 | % | |||||||||||||||||||||||
| Restructuring expenses and other | 1,826 | — | % | 3,969 | 1 | % | |||||||||||||||||||||||
| Stock-based compensation | 17,359 | 5 | % | 17,411 | 5 | % | |||||||||||||||||||||||
Acquisition-related revenue(1) and expenses | 8,823 | 3 | % | 13,645 | 4 | % | |||||||||||||||||||||||
| Non-GAAP income from operations | $ | 134,680 | 41 | % | $ | 114,973 | 37 | % | 17 | % | |||||||||||||||||||
| Adjusted net income: | |||||||||||||||||||||||||||||
| GAAP net income | $ | 62,061 | 19 | % | $ | 31,140 | 11 | % | |||||||||||||||||||||
| Amortization of acquired intangibles | 17,458 | 5 | % | 33,838 | 11 | % | |||||||||||||||||||||||
| Restructuring expenses and other | 1,826 | — | % | 3,969 | 1 | % | |||||||||||||||||||||||
| Stock-based compensation | 17,359 | 5 | % | 17,411 | 5 | % | |||||||||||||||||||||||
Acquisition-related revenue(1) and expenses | 8,823 | 3 | % | 13,645 | 4 | % | |||||||||||||||||||||||
| Provision for income taxes | (8,563) | (2) | % | (13,978) | (4) | % | |||||||||||||||||||||||
| Non-GAAP net income | $ | 98,964 | 30 | % | $ | 86,025 | 28 | % | 15 | % | |||||||||||||||||||
| Adjusted diluted earnings per share: | |||||||||||||||||||||||||||||
| GAAP diluted earnings per share | $ | 1.37 | $ | 0.69 | |||||||||||||||||||||||||
| Amortization of acquired intangibles | 0.38 | 0.75 | |||||||||||||||||||||||||||
| Restructuring expenses and other | 0.04 | 0.09 | |||||||||||||||||||||||||||
| Stock-based compensation | 0.39 | 0.38 | |||||||||||||||||||||||||||
Acquisition-related revenue(1) and expenses | 0.19 | 0.30 | |||||||||||||||||||||||||||
| Provision for income taxes | (0.19) | (0.31) | |||||||||||||||||||||||||||
| Non-GAAP diluted earnings per share | $ | 2.18 | $ | 1.90 | 15 | % | |||||||||||||||||||||||
| Non-GAAP weighted avg shares outstanding - diluted | 45,382 | 45,292 | — | % | |||||||||||||||||||||||||
| (1)Acquisition-related revenue constitutes revenue reflected as pre-acquisition deferred revenue that would otherwise have been recognized but for the purchase accounting treatment of acquisitions. Since GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of our economic activities. Acquisition-related revenue adjustments relate to Progress' OpenEdge business segment for Ipswitch. | |||||||||||||||||||||||||||||
9
OTHER NON-GAAP FINANCIAL MEASURES
(Unaudited)
| Quarter to Date Adjusted Free Cash Flow | |||||||||||||||||
| (In thousands) | Q3 2020 | Q3 2019 | % Change | ||||||||||||||
| Cash flows from operations | $ | 31,112 | $ | 26,766 | 16 | % | |||||||||||
| Purchases of property and equipment | (1,662) | (750) | 122 | % | |||||||||||||
| Free cash flow | 29,450 | 26,016 | 13 | % | |||||||||||||
| Add back: restructuring payments | 651 | 1,378 | (53) | % | |||||||||||||
| Adjusted free cash flow | $ | 30,101 | $ | 27,394 | 10 | % | |||||||||||
| Year to Date Adjusted Free Cash Flow | |||||||||||||||||
| (In thousands) | YTD 2020 | YTD Q3 2019 | % Change | ||||||||||||||
| Cash flows from operations | $ | 102,085 | $ | 91,883 | 11 | % | |||||||||||
| Purchases of property and equipment | (3,419) | (1,830) | 87 | % | |||||||||||||
| Free cash flow | 98,666 | 90,053 | 10 | % | |||||||||||||
| Add back: restructuring payments | 3,131 | 2,135 | 47 | % | |||||||||||||
| Adjusted free cash flow | $ | 101,797 | $ | 92,188 | 10 | % | |||||||||||
10
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2020 GUIDANCE
(Unaudited)
| Fiscal Year 2020 Updated Revenue Guidance | |||||||||||||||||||||||||||||
| Fiscal Year Ended | Fiscal Year Ending | ||||||||||||||||||||||||||||
| November 30, 2019 | November 30, 2020 | ||||||||||||||||||||||||||||
| (In millions) | Low | % Change | High | % Change | |||||||||||||||||||||||||
| GAAP revenue | $ | 413.3 | $ | 438.3 | 6 | % | $ | 442.3 | 7 | % | |||||||||||||||||||
Acquisition-related adjustments - revenue(1) | 18.7 | 13.7 | (27) | % | 13.7 | (27) | % | ||||||||||||||||||||||
| Non-GAAP revenue | $ | 432.0 | $ | 452.0 | 5 | % | $ | 456.0 | 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. Acquisition-related revenue adjustments relate to Progress' OpenEdge business segment for Ipswitch and Progress’ Application Development and Deployment segment for Chef. | |||||||||||||||||||||||||||||
| Fiscal Year 2020 Updated Non-GAAP Operating Margin Guidance | |||||||||||
| Fiscal Year Ending November 30, 2020 | |||||||||||
| (In millions) | Low | High | |||||||||
| GAAP income from operations | $ | 105.8 | $ | 107.4 | |||||||
| GAAP operating margins | 24 | % | 24 | % | |||||||
| Acquisition-related revenue | 13.7 | 13.7 | |||||||||
| Acquisition-related expense | 1.9 | 1.9 | |||||||||
| Restructuring expense | 7.5 | 7.5 | |||||||||
| Stock-based compensation | 23.4 | 23.4 | |||||||||
| Amortization of acquired intangibles | 26.6 | 26.6 | |||||||||
Total adjustments(2) | 73.1 | 73.1 | |||||||||
| Non-GAAP income from operations | $ | 178.9 | $ | 180.5 | |||||||
| Non-GAAP operating margin | 40 | % | 40 | % | |||||||
(2)Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from Chef and restructuring expenses. The final amounts will not be available until the Company’s internal procedures and reviews are completed. | |||||||||||
| Fiscal Year 2020 Updated Non-GAAP Earnings per Share and Effective Tax Rate Guidance | |||||||||||
| Fiscal Year Ending November 30, 2020 | |||||||||||
| (In millions, except per share data) | Low | High | |||||||||
| GAAP net income | $ | 74.2 | $ | 75.4 | |||||||
| Adjustments (from previous table) | 73.1 | 73.1 | |||||||||
Income tax adjustment(3) | (13.7) | (13.7) | |||||||||
| Non-GAAP net income | $ | 133.6 | $ | 134.8 | |||||||
| GAAP diluted earnings per share | $ | 1.63 | $ | 1.66 | |||||||
| Non-GAAP diluted earnings per share | $ | 2.94 | $ | 2.97 | |||||||
| Diluted weighted average shares outstanding | 45.4 | 45.4 | |||||||||
(3)Tax adjustment is based on a non-GAAP effective tax rate of approximately 20% for Low and High, calculated as follows: | |||||||||||
| Non-GAAP income from operations | $ | 178.9 | $ | 180.5 | |||||||
| Other (expense) income | (11.9) | (11.9) | |||||||||
| Non-GAAP income from continuing operations before income taxes | 167.0 | 168.6 | |||||||||
| Non-GAAP net income | 133.6 | 134.8 | |||||||||
| Tax provision | $ | 33.4 | $ | 33.8 | |||||||
| Non-GAAP tax rate | 20 | % | 20 | % | |||||||
11
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2020 GUIDANCE
(Unaudited)
| Fiscal Year 2020 Adjusted Free Cash Flow Guidance | |||||||||||
| Fiscal Year Ending November 30, 2020 | |||||||||||
| (In millions) | Low | High | |||||||||
| Cash flows from operations (GAAP) | $ | 138 | $ | 143 | |||||||
| Purchases of property and equipment | (7) | (7) | |||||||||
| Add back: restructuring payments | 4 | 4 | |||||||||
| Adjusted free cash flow (non-GAAP) | $ | 135 | $ | 140 | |||||||
12
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q4 2020 GUIDANCE
(Unaudited)
| Q4 2020 Revenue Guidance | |||||||||||||||||||||||||||||
| Three Months Ended | Three Months Ending | ||||||||||||||||||||||||||||
| November 30, 2019 | November 30, 2020 | ||||||||||||||||||||||||||||
| (In millions) | Low | % Change | High | % Change | |||||||||||||||||||||||||
| GAAP revenue | $ | 117 | $ | 118.6 | 1 | % | $ | 122.6 | 5 | % | |||||||||||||||||||
Acquisition-related adjustments - revenue(1) | 6.4 | 6.3 | (2) | % | 6.3 | (2) | % | ||||||||||||||||||||||
| Non-GAAP revenue | $ | 123.4 | $ | 124.9 | 1 | % | $ | 128.9 | 4 | % | |||||||||||||||||||
(1)Acquisition-related revenue constitutes revenue reflected as pre-acquisition deferred revenue that would otherwise have been recognized but for the purchase accounting treatment of acquisitions. Since GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of our economic activities. Acquisition-related revenue adjustments relate to Progress' OpenEdge business segment for Ipswitch and Progress’ Application Development and Deployment segment for Chef. | |||||||||||||||||||||||||||||
| Q4 2020 Non-GAAP Earnings per Share Guidance | |||||||||||
| Three Months Ending November 30, 2020 | |||||||||||
| Low | High | ||||||||||
| GAAP diluted earnings per share | $ | 0.26 | $ | 0.29 | |||||||
| Acquisition-related revenue | 0.14 | 0.14 | |||||||||
| Acquisition-related expense | 0.01 | 0.01 | |||||||||
| Restructuring expense | 0.13 | 0.13 | |||||||||
| Stock-based compensation | 0.13 | 0.13 | |||||||||
| Amortization of acquired intangibles | 0.20 | 0.20 | |||||||||
Total adjustments(2) | 0.61 | 0.61 | |||||||||
| Income tax adjustment | (0.11) | (0.11) | |||||||||
| Non-GAAP diluted earnings per share | $ | 0.76 | $ | 0.79 | |||||||
(2)Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from Chef and restructuring expenses. The final amounts will not be available until the Company’s internal procedures and reviews are completed. | |||||||||||
13
Progress Financial Results Q3 2020 Supplemental Data
Legal Notice 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; acquisitions; future revenue growth, operating margin and cost savings; strategic partnering and marketing initiatives; 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: ▪ 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. ▪ 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. ▪ 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. ▪ 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. ▪ We depend upon our extensive partner channel and we may not be successful in retaining or expanding our relationships with channel partners. ▪ 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. ▪ 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. ▪ 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. ▪ Delay or failure to consummate the proposed acquisition of Chef Software or to realize the expected synergies and benefits of the acquisition could negatively impact our future results of operations and financial condition. ▪ The coronavirus disease (COVID-19) outbreak and the impact it could have on our employees, customers, partners, and the global financial markets could adversely affect our business, results of operations and financial condition. For further information regarding risks and uncertainties associated with our business, please refer to our filings with the Securities and Exchange Commission. Progress undertakes no obligation to update any forward- looking statements, which speak only as of the date of this presentation, except for statements relating to Progress' projected results for the quarter ended August 31, 2020 and fiscal year ended November 30, 2020, which speak only as of September 29, 2020. Finally, during this presentation we will be referring to non-GAAP financial measures such as non-GAAP revenue, non-GAAP income from operations and operating margin, adjusted free cash flow and non-GAAP diluted earnings per share. These non-GAAP measures are not prepared in accordance with generally accepted accounting principles. A reconciliation between non-GAAP and the most directly comparable GAAP financial measures appears in our earnings press release for the fiscal quarter ended August 31, 2020 and is available in the Investor Relations section of our Web site. © 2020 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. 2
Conference Call Details What: Progress Q3 2020 Financial Results Conference Call When: Tuesday, September 29th, 2020 Time: 5:00 p.m. ET Live Call: 888-204-4368 or 323-994-2093, passcode 7969757 Live / Recorded Webcast: http://investors.progress.com © 2020 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. 3
Summary Highlights • Delivered strong financial results — Revenue and EPS above high end of guidance, and strong cash flows — Strong performance from OpenEdge product line, and continued efficiency improvements — Increased full year guidance for revenue and EPS, excluding impact of Chef acquisition • Pending Chef acquisition demonstrates execution of strategy to grow through accretive M&A of complementary technology — DevOps pioneer and leader providing a continuous delivery automation platform for IT operators and security teams to build, deploy and manage any application, securely, to any infrastructure — High revenue retention and annual recurring revenue of ~$70 million — Accretive to non-GAAP EPS starting in Q1 of fiscal 2021 — $220 million acquisition price to be financed from $120 in existing cash and up to $100 million from revolving credit facility; closing anticipated to occur shortly © 2020 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. 4
M&A Framework --- Goal is to double the size of the company in 5 years --- Accretive M&A enables us to add scale and cash flows, and generate strong shareholder returns ▪ Target acquisition profile: ➢ Complementary to our business (product, audience & growth profile) ➢ Significant recurring revenue and excellent retention rates ➢ Cost synergistic and accretive ➢ Operating margins after synergies that are consistent with our overall margins ➢ ROIC above our weighted average cost of capital © 2020 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. 5
Progress Investment Highlights Durable, predictable financial model High quality revenue base and highly recurring revenue model Accretive M&A and operational efficiencies driving margin improvement Track record of successful acquisition integration and synergy achievement Delivering meaningful earnings per share and free cash flow growth Disciplined capital allocation strategy © 2020 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. 6
Summary Q3 2020 Financial Results Q3 2020 Outlook Q3 2020 Results (6/25/2020) GAAP Revenue $103 M - $108 M $109.7 M (+3% YoY) Non-GAAP Revenue $104 M - $109 M $110.9 M (-4% YoY) GAAP earnings per share (Diluted) $0.47 - $0.49 $0.53 (+77%) Non-GAAP earnings per share (Diluted) $0.69 - $0.71 $0.78 (+4%) GAAP Operating Margin Not guided 30% (+100%) Non-GAAP Operating Margin Not guided 42% (+200 Bps YoY) Adjusted Free Cash Flow Not guided $30.1 M (+10% YoY) © 2020 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. 7
Recurring Revenue Contributing to Stability Recurring Revenue % * Mission critical nature of the applications we power 80% 78% + 76% Net revenue retention rate on maintenance – 74% well over 90% = High percentage of recurring revenue and durability during uncertain times 2017 2018 2019 2020 YTD Recurring Revenue includes: Maintenance Revenue, Revenue derived from hosted/SaaS solutions and subscription revenue derived from subscription or term license arrangements * Excludes impact of FX by using constant exchange rates for all years. © 2020 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. 8
DCI Revenue vs. ACV -- the impact of ASC 606 DCI Revenue ($M) - ASC 606 DCI ACV ($M) • Variability in revenue primarily caused by multi- year term license $40 contracts 17% Decrease $32 $32 $32 -$33 $29 • Annual Contract $23 Value shows consistent performance FY17 FY18 FY19 FY20 FY18 FY19 FY20 Guidance Projected © 2020 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. 9
Driving Operating Leverage (% of non-GAAP revenue) Non-GAAP Operating Income Non-GAAP Operating Margin $180 40% $162 38% 35% $134 $132 34% 2017 2018 2019 2020 Guidance (Mid-point) 2017 2018 2019 2020 Guidance Focus on cost management and running a lean, profitable business Integrating acquisitions into our operating model drives more scale in operating margin (Ipswitch in May 2019) © 2020 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. 10
Strong Liquidity/Debt Capacity Non-GAAP Adjusted Free Cash Flow Leverage Ratios $135- $140 Net Leverage Ratio Gross Leverage Ratio $129 $122 $120 $101 1.8 1.7 1.7 1.6 1.6 1.6 1.0 0.9 0.7 0.6 0.5 0.3 2016 2017 2018 2019 2020 Guidance Q2 FY19 Q3 FY19 Q4 FY19 Q1 FY20 Q2 FY20 Q3 FY20 Strong free cash flow and low leverage ratios allow for greater financing flexibility © 2020 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. 11
Capital Allocation Primary focus Capital Allocation 2016 – 2020 • Continue to return capital to Cash shareholders in the form of dividends Dividends Share $100 Repurchases $318 Debt Principal Payments • Accretive M&A that meets our $40 disciplined criteria Capital Spending • Repurchase shares to offset dilution $24 from our equity programs Acquisitions $303 — Existing authorization $250M; $230M remaining Share repurchase authorization — Flexibility to increase, reduce or suspend • Current total: $250M repurchases, depending on market conditions and size and timing of M&A • Remaining: $230M © 2020 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. 12
Business Outlook (as of September 29, 2020) Q4 2020 FY 2020 FY 2020 Outlook Prior Outlook Current Outlook (9/29/2020) (6/25/2020) (9/29/2020) Non-GAAP Revenue $125 M - $129 M $433 M – $443 M $452 M – $456 M Non-GAAP EPS $0.76 - $0.79 $2.82 – $2.86 $2.94 – $2.97 Non-GAAP Operating Margin Not guided 40% 40% Non-GAAP Adjusted Free Cash Flow Not guided $125 M – $135 M $135 M – $140 M Non-GAAP Effective Tax Rate Not guided 21% 20% © 2020 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. 13
Supplemental Financial Information
Results of Operations by Segment (Unaudited) (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: certain product development and corporate sales and marketing expenses, customer support, administration, amortization of acquired intangibles, stock-based compensation, restructuring, and acquisition-related expenses. © 2020 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. 15
Supplemental Revenue Information (Unaudited) © 2020 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. 16
Other NON-GAAP Financial Measures (Unaudited) © 2020 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. 17
Other NON-GAAP Financial Measures (Unaudited) © 2020 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. 18
