Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 17, 2004
Progress Software Corporation
Commission file number: 0-19417
Massachusetts
|
04-2746201 | |
(State or other jurisdiction of
|
(I.R.S. employer | |
incorporation or organization)
|
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)
Item 7. Financial Statements and Exhibits
(c) Exhibits
The exhibit listed below is being furnished with this Form 8-K.
| Exhibit | ||
| Number |
Description |
|
99.1
|
Press Release dated June 17, 2004. |
| Item 7. Financial Statements and Exhibits | ||||||||
| Item 12. Results of Operations and Financial Condition | ||||||||
| SIGNATURES | ||||||||
| EX-99.1 PRESS RELEASE DATED JUNE 17, 2004 | ||||||||
Table of Contents
Item 12. Results of Operations and Financial Condition
On June 17, 2004, Progress Software Corporation (the Company) announced via press release the Company’s financial results for the second quarter ended May 31, 2004. A copy of the Company’s press release is attached as Exhibit 99.1. This Form 8-K, the information contained herein, and the attached exhibit are furnished under Item 12 of Form 8-K and are furnished to, but not filed with, the SEC.
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 17, 2004
|
Progress Software Corporation | |
| By: | /s/ Norman R. Robertson
|
|
| Senior Vice President, Finance and | ||
| Administration and Chief | ||
| Financial Officer | ||
EXHIBIT 99.1
PROGRESS SOFTWARE REPORTS SECOND QUARTER RESULTS
Revenue up 17% to Record High; Net Income and EPS up Sharply
BEDFORD, Mass., June 17, 2004 — Progress Software Corporation (PSC) (Nasdaq: PRGS), a leading supplier of technology to develop, deploy, integrate and manage business applications, today announced results for its second quarter ended May 31, 2004. Revenue for the quarter was a record $90.8 million, up 17 percent (11 percent at constant currency) from $77.6 million in the second quarter of 2003. Software license revenue, also a record, increased 36 percent (30 percent at constant currency) to $36.9 million from $27.1 million in the same quarter last year.
On a generally accepted accounting principles (GAAP) basis, operating income increased 25 percent to $11.5 million from $9.2 million in the second quarter of fiscal 2003. Net income increased 21 percent to $8.1 million from $6.7 million in the same quarter last year. Diluted earnings per share increased 17 percent to 21 cents from 18 cents in second quarter of 2003. These results include after-tax charges for amortization of acquired intangibles of $1.3 million for the second quarter of fiscal 2004 and $0.4 million for the second quarter of 2003.
On a pro forma basis, excluding the charges for amortization of acquired intangibles, operating income increased 36 percent to $13.3 million from $9.8 million in the second quarter of fiscal 2003. Pro forma net income increased 31 percent to $9.4 million from $7.1 million in the same quarter last year. Pro forma diluted earnings per share increased 26 percent to 24 cents from 19 cents in the second quarter of fiscal 2003.
The company’s cash and short-term investments at the end of the quarter totaled $175.6 million. During the second quarter, the company purchased approximately 152,000 shares of its stock at a cost of $3.3 million. The company’s existing repurchase authorization, under which 9.8 million shares remain available for repurchase, expires on September 30, 2004.
“Progress Software Corporation continues to outperform other major software companies, and we are pleased with the significant revenue contributions from DataDirect and ObjectStore which complement the growth achieved by Progress Software and Sonic Software,” said Joseph W. Alsop, co-founder and chief executive officer of PSC. “We continue to leverage our growth to deliver greater operating margins and sharply increased pro forma operating income, net income and EPS.”
Significant New Customer and Partner Wins, New Technology Adoptions, and Major Deployments
Significant new partners and customers adopting technology from PSC companies, or deploying solutions using PSC technology, include: Best Software, Inc., Agenzia Nazionale Stampa Associata, Australian Bakels Pty. Ltd., Belfield Furnishings Ltd.,
Bourse de Luxembourg, Century Drills & Tool Company, Inc., The Church of Jesus Christ of Latter-day Saints, Clays Limited, CommScope, Inc., Demco Worldwide LTD., Digital Globe, Inc., FGM, Inc., Free State Legislature, Kelly-Goodwin Company, Lean Logistics, Inc., Perfect Commerce, Inc., VAL Informatique, and Wintergreen Orchard House.
Significant existing partners and customers adopting technology from different PSC companies, or making substantial additional deployments of PSC technology, include: Acer Computer Australia Pty, Ltd., Bear Stearns & Co. Inc., Berkshire Securities, Inc., Borland Software Corporation, Charter One Bank, Deutsche Post, Hyperion, International Steel Group, JP Morgan Chase, Lockheed Martin, Lucent Technologies, Peugeot Citroen Automobiles, Prebon Yamane, Progressive Casualty Insurance Company, Merck & Co. Inc., Sovereign Bank, Sun Microsystems, and Teradata (NCR Corporation).
Other Recent Highlights
Progress Software announced the expansion of its award-winning Progress® Partner Program with enhanced Business, Technical and Operational Empowerment offerings designed to help their
Application Partners (APs) grow their businesses. Since the Partner Program inception, participants have averaged revenue growth more than 20 percent higher than those who have not participated.
http://www.progress.com/index/pressrelease 278330/pritem.ssp
DataDirect Technologies announced the availability of a suite of new database connectivity products. The suite includes, DataDirect Connect(R) for ODBC release 5.0, DataDirect Connect(R) for .NET release 2.1 and DataDirect Connect(R) for JDBC(TM) release 3.4, and offers unmatched functionality, performance and database support, providing users with the most reliable connection to data from virtually any application and platform to all major databases.
Sonic Software released Sonic ESB™ 5.5. Sonic ESB makes it possible for companies to build out an event-driven, service-oriented architecture (SOA) that can adapt to ever-changing business requirements. Sonic ESB 5.5 incorporates Sonic Continuous Availability Architecture™ (CAA) to deliver highly available communications between applications in an enterprise SOA.
In April, Progress Software announced that 13 of its customers were named Laureates for the 2004 Computerworld Honors 21st Century Achievement Awards, which recognize the world’s most creative and innovative uses of information technology in society.http://www.progress.com/index/pressrelease_248501/pritem.ssp? Out of this field of Progress customers, two were named finalists: Kirchner Corporation and Perkins School for the Blind. Last week, the Progress-based wireless application used by Kirchner Corporation, and built by Progress AP, Jargon Software, was named the winner of the Computerworld Honors Award for innovation in manufacturing.
ObjectStore announced ObjectCache™ Version 2.0, with its new Data Source Synchronization (DSS) capability to integrate with corporate databases. ObjectCache extends corporate databases non-invasively to improve the scalability and performance of
the systems that depend on them, and to add new services based on high performance access to existing data.
Progress Software announced the results of the Aberdeen Group’s Executive White Paper, “Embedded Infrastructure and Mass-Deployment Cost-of-Ownership Study: 2003 Update.” Aberdeen demonstrated that over a five-year period, the Progress® OpenEdge™ Platform is 40 percent less expensive than Microsoft, 50 percent less than IBM, and 90 percent less than Oracle in a mass-deployment architecture. The savings are attributed to the OpenEdge platform’s combined strength of low deployment costs in a Web-based environment, low ongoing fees and low database administration costs.
Business Outlook
The company is providing the following guidance for the fiscal third quarter ending August 31, 2004:
| • | Revenue is expected to be in the range of $88 million to $90 million. GAAP operating income is expected to be in the range of $11 million to $12 million, including amortization of acquired intangibles of $1.8 million. | |||
| • | GAAP diluted earnings per share are expected to be in the range of 20 cents to 21 cents. | |||
| • | On a pro forma basis, operating income is expected to be in the range of $13 million to $14 million excluding amortization of acquired intangibles of $1.8 million. | |||
| • | On a pro forma basis, diluted earnings per share are expected to be in the range of 23 cents to 24 cents excluding approximately 3 cents per share for amortization of acquired intangibles. | |||
The company is providing the following guidance for the fiscal year ended November 30, 2004:
| • | Revenue is expected to be in the range of $360 million to $365 million. GAAP operating income is expected to be in the range of $43 million to $45 million, including amortization of acquired intangibles of $7 million and in-process research and development of $2.6 million. | |||
| • | GAAP diluted earnings per share are expected to be in the range of 77 cents to 80 cents. | |||
| • | On a pro forma basis, operating income is expected to be in the range of $53 million to $55 million excluding amortization of acquired intangibles of $7 million and in-process research and development of $2.6 million. | |||
| • | On a pro forma basis, diluted earnings per share are expected to be in the range of 94 cents to 97 cents excluding approximately 12 cents per share for amortization | |||
| of acquired intangibles and approximately 5 cents per share for an acquisition-related charge for in-process research and development. |
Legal Notice Regarding Pro Forma Financial Information
The company provides pro forma operating income, net income and earnings per share as additional information for investors. These measures are not in accordance with, or an alternative to, generally accepted accounting principles in the United States (GAAP). Such measures are intended to supplement GAAP and may be different from pro forma measures used by other companies. The company believes that the pro forma results described in this release are useful for an understanding of its ongoing operations and provide additional detail and an alternative method of assessing its operating results. Management of the company uses these pro forma results to compare the company’s performance to that of prior periods for analysis of trends, and for budget and planning purposes. A reconciliation of pro forma adjustments to the company’s GAAP financial results is included in the tables below.
Conference Call
PSC’s conference call to discuss its second quarter results will be Webcast live today at 9:00 a.m. Eastern via CCBN on the company’s Web site, located at www.progress.com/investors. The call will also be Webcast live via Yahoo (www.yahoo.com), Motley Fool (www.fool.com), Streetevents (www.streetevents.com), TD Waterhouse (www.tdwaterhouse.com) and Fidelity.com (www.fidelity.com). An archived version of the conference call will be available for replay.
About Progress Software Corporation
Progress Software Corporation (Nasdaq: PRGS) is a $300+ million global software industry leader. PSC supplies technologies for all aspects of the development, deployment, integration and management of business applications through its operating companies: Progress Software, Sonic Software Corporation, DataDirect Technologies, ObjectStore and PeerDirect. Headquartered in Bedford, Mass., PSC can be reached on the Web at http://www.progress.com or by phone at +1-781-280-4000.
Safe Harbor Statement
Except for the historical information and discussions contained herein, statements contained in this release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, including but not limited to the following: the receipt and shipment of new orders, the timely release of enhancements to the company’s products, the growth rates of certain market segments, the positioning of the company’s products in those market segments, variations in the demand for customer service and technical support, pricing pressures and the competitive environment in the software industry, business and consumer use of the Internet, and the company’s ability to penetrate international markets and manage its international operations. The company undertakes no obligation to update information contained in this release. For further information regarding risks and uncertainties associated with the company’s business, please refer to the company’s filings with the Securities and Exchange Commission.
Progress, OpenEdge, ObjectCache, and Progress OpenEdge are trademarks or registered trademarks of
Progress Software Corporation in the U.S. and other countries. SonicMQ, Sonic ESB, and Sonic
Coninuous Availability Architecture are trademarks or registered trademarks of Sonic Software
Corporation in the U.S. and other countries. DataDirect Connect is a registered trademark of DataDirect
Technologies in the U.S. Any other trademarks or service marks contained herein are the property of their
respective owners.
Progress Software Corporation
Condensed Consolidated Statements of Income
| Three Months Ended |
||||||||||||
| May 31, | May 31, | Percent | ||||||||||
| (In thousands except per share data) |
2004 |
2003 |
Change |
|||||||||
Revenue: |
||||||||||||
Software licenses |
$ | 36,905 | $ | 27,074 | 36 | % | ||||||
Maintenance and services |
53,872 | 50,476 | 7 | % | ||||||||
Total revenue |
90,777 | 77,550 | 17 | % | ||||||||
Costs and expenses: |
||||||||||||
Cost of software licenses |
2,299 | 2,242 | ||||||||||
Cost of maintenance and services |
13,959 | 12,790 | ||||||||||
Sales and marketing |
36,100 | 31,917 | ||||||||||
Product development |
15,275 | 12,749 | ||||||||||
General and administrative |
9,837 | 8,083 | ||||||||||
Amortization of purchased intangibles |
1,837 | 604 | ||||||||||
In-process research and development |
— | — | ||||||||||
Total costs and expenses |
79,307 | 68,385 | 16 | % | ||||||||
Income from operations |
11,470 | 9,165 | 25 | % | ||||||||
Other income, net |
247 | 392 | ||||||||||
Income before provision for income taxes |
11,717 | 9,557 | 23 | % | ||||||||
Provision for income taxes |
3,632 | 2,867 | ||||||||||
Net income |
$ | 8,085 | $ | 6,690 | 21 | % | ||||||
Earnings per share: |
||||||||||||
Basic |
$ | 0.22 | $ | 0.20 | 10 | % | ||||||
Diluted |
$ | 0.21 | $ | 0.18 | 17 | % | ||||||
Weighted average shares outstanding: |
||||||||||||
Basic |
36,045 | 33,844 | 7 | % | ||||||||
Diluted |
39,233 | 37,829 | 4 | % | ||||||||
Pro Forma Condensed Consolidated Statements of Income
| Three Months Ended May 31, 2004 |
Three Months Ended May 31, 2003 |
|||||||||||||||||||||||||||
| As | Pro Forma | As | Pro Forma | Percent | ||||||||||||||||||||||||
| (In thousands except per share data) |
Reported |
Adjustments |
Pro Forma |
Reported |
Adjustments |
Pro Forma |
Change |
|||||||||||||||||||||
Revenue: |
||||||||||||||||||||||||||||
Software licenses |
$ | 36,905 | $ | 36,905 | $ | 27,074 | $ | 27,074 | 36 | % | ||||||||||||||||||
Maintenance and services |
53,872 | 53,872 | 50,476 | 50,476 | 7 | % | ||||||||||||||||||||||
Total revenue |
90,777 | 90,777 | 77,550 | 77,550 | 17 | % | ||||||||||||||||||||||
Costs and expenses: |
||||||||||||||||||||||||||||
Cost of software licenses |
2,299 | 2,299 | 2,242 | 2,242 | ||||||||||||||||||||||||
Cost of maintenance and services |
13,959 | 13,959 | 12,790 | 12,790 | ||||||||||||||||||||||||
Sales and marketing |
36,100 | 36,100 | 31,917 | 31,917 | ||||||||||||||||||||||||
Product development |
15,275 | 15,275 | 12,749 | 12,749 | ||||||||||||||||||||||||
General and administrative |
9,837 | 9,837 | 8,083 | 8,083 | ||||||||||||||||||||||||
Amortization of purchased intangibles |
1,837 | $ | (1,837 | ) | — | 604 | $ | (604 | ) | — | ||||||||||||||||||
In-process research and development |
— | — | — | — | — | — | ||||||||||||||||||||||
Total costs and expenses |
79,307 | (1,837 | ) | 77,470 | 68,385 | (604 | ) | 67,781 | 14 | % | ||||||||||||||||||
Income from operations |
11,470 | 1,837 | 13,307 | 9,165 | 604 | 9,769 | 36 | % | ||||||||||||||||||||
Other income, net |
247 | 247 | 392 | 392 | ||||||||||||||||||||||||
Income before provision for income taxes |
11,717 | 1,837 | 13,554 | 9,557 | 604 | 10,161 | 33 | % | ||||||||||||||||||||
Provision for income taxes |
3,632 | 569 | 4,201 | 2,867 | 181 | 3,048 | ||||||||||||||||||||||
Net income |
$ | 8,085 | $ | 1,268 | $ | 9,353 | $ | 6,690 | $ | 423 | $ | 7,113 | 31 | % | ||||||||||||||
Earnings per share: |
||||||||||||||||||||||||||||
Basic |
$ | 0.22 | $ | 0.26 | $ | 0.20 | $ | 0.21 | 24 | % | ||||||||||||||||||
Diluted |
$ | 0.21 | $ | 0.24 | $ | 0.18 | $ | 0.19 | 26 | % | ||||||||||||||||||
Weighted average shares outstanding: |
||||||||||||||||||||||||||||
Basic |
36,045 | 36,045 | 33,844 | 33,844 | 7 | % | ||||||||||||||||||||||
Diluted |
39,233 | 39,233 | 37,829 | 37,829 | 4 | % | ||||||||||||||||||||||
Progress Software Corporation
Condensed Consolidated Statements of Income
| Six Months Ended |
||||||||||||
| May 31, | May 31, | Percent | ||||||||||
| (In thousands except per share data) |
2004 |
2003 |
Change |
|||||||||
Revenue: |
||||||||||||
Software licenses |
$ | 70,800 | $ | 52,528 | 35 | % | ||||||
Maintenance and services |
106,352 | 96,844 | 10 | % | ||||||||
Total revenue |
177,152 | 149,372 | 19 | % | ||||||||
Costs and expenses: |
||||||||||||
Cost of software licenses |
4,891 | 4,405 | ||||||||||
Cost of maintenance and services |
26,785 | 25,907 | ||||||||||
Sales and marketing |
72,280 | 61,148 | ||||||||||
Product development |
29,884 | 25,207 | ||||||||||
General and administrative |
19,513 | 16,996 | ||||||||||
Amortization of purchased intangibles |
3,396 | 1,082 | ||||||||||
In-process research and development |
2,600 | 200 | ||||||||||
Total costs and expenses |
159,349 | 134,945 | 18 | % | ||||||||
Income from operations |
17,803 | 14,427 | 23 | % | ||||||||
Other income, net |
639 | 1,184 | ||||||||||
Income before provision for income taxes |
18,442 | 15,611 | 18 | % | ||||||||
Provision for income taxes |
5,717 | 4,683 | ||||||||||
Net income |
$ | 12,725 | $ | 10,928 | 16 | % | ||||||
Earnings per share: |
||||||||||||
Basic |
$ | 0.36 | $ | 0.32 | 13 | % | ||||||
Diluted |
$ | 0.33 | $ | 0.30 | 10 | % | ||||||
Weighted average shares outstanding: |
||||||||||||
Basic |
35,845 | 33,628 | 7 | % | ||||||||
Diluted |
39,094 | 36,703 | 7 | % | ||||||||
Pro Forma Condensed Consolidated Statements of Income
| Six Months Ended May 31, 2004 |
Six Months Ended May 31, 2003 |
|||||||||||||||||||||||||||
| As | Pro Forma | As | Pro Forma | Percent | ||||||||||||||||||||||||
| (In thousands except per share data) |
Reported |
Adjustments |
Pro Forma |
Reported |
Adjustments |
Pro Forma |
Change |
|||||||||||||||||||||
Revenue: |
||||||||||||||||||||||||||||
Software licenses |
$ | 70,800 | $ | 70,800 | $ | 52,528 | $ | 52,528 | 35 | % | ||||||||||||||||||
Maintenance and services |
106,352 | 106,352 | 96,844 | 96,844 | 10 | % | ||||||||||||||||||||||
Total revenue |
177,152 | 177,152 | 149,372 | 149,372 | 19 | % | ||||||||||||||||||||||
Costs and expenses: |
||||||||||||||||||||||||||||
Cost of software licenses |
4,891 | 4,891 | 4,405 | 4,405 | ||||||||||||||||||||||||
Cost of maintenance and services |
26,785 | 26,785 | 25,907 | 25,907 | ||||||||||||||||||||||||
Sales and marketing |
72,280 | 72,280 | 61,148 | 61,148 | ||||||||||||||||||||||||
Product development |
29,884 | 29,884 | 25,207 | 25,207 | ||||||||||||||||||||||||
General and administrative |
19,513 | 19,513 | 16,996 | 16,996 | ||||||||||||||||||||||||
Amortization of purchased intangibles |
3,396 | $ | (3,396 | ) | — | 1,082 | $ | (1,082 | ) | — | ||||||||||||||||||
In-process research and development |
2,600 | (2,600 | ) | — | 200 | (200 | ) | — | ||||||||||||||||||||
Total costs and expenses |
159,349 | (5,996 | ) | 153,353 | 134,945 | (1,282 | ) | 133,663 | 15 | % | ||||||||||||||||||
Income from operations |
17,803 | 5,996 | 23,799 | 14,427 | 1,282 | 15,709 | 51 | % | ||||||||||||||||||||
Other income, net |
639 | 639 | 1,184 | 1,184 | ||||||||||||||||||||||||
Income before provision for income taxes |
18,442 | 5,996 | 24,438 | 15,611 | 1,282 | 16,893 | 45 | % | ||||||||||||||||||||
Provision for income taxes |
5,717 | 1,859 | 7,576 | 4,683 | 384 | 5,067 | ||||||||||||||||||||||
Net income |
$ | 12,725 | $ | 4,137 | $ | 16,862 | $ | 10,928 | $ | 898 | $ | 11,826 | 43 | % | ||||||||||||||
Earnings per share: |
||||||||||||||||||||||||||||
Basic |
$ | 0.36 | $ | 0.47 | $ | 0.32 | $ | 0.35 | 34 | % | ||||||||||||||||||
Diluted |
$ | 0.33 | $ | 0.43 | $ | 0.30 | $ | 0.32 | 34 | % | ||||||||||||||||||
Weighted average shares outstanding: |
||||||||||||||||||||||||||||
Basic |
35,845 | 35,845 | 33,628 | 33,628 | 7 | % | ||||||||||||||||||||||
Diluted |
39,094 | 39,094 | 36,703 | 36,703 | 7 | % | ||||||||||||||||||||||
Progress Software Corporation
Condensed Consolidated Balance Sheets
| May 31, | November 30, | |||||||
| (In thousands) |
2004 |
2003 |
||||||
Assets |
||||||||
Cash and short-term investments |
$ | 175,615 | $ | 219,131 | ||||
Accounts receivable, net |
56,002 | 52,065 | ||||||
Other current assets |
26,121 | 22,534 | ||||||
Total current assets |
257,738 | 293,730 | ||||||
Property and equipment, net |
35,668 | 35,572 | ||||||
Goodwill and intangible assets, net |
101,154 | 21,530 | ||||||
Other assets |
17,289 | 16,938 | ||||||
Total |
$ | 411,849 | $ | 367,770 | ||||
Liabilities and shareholders’ equity |
||||||||
Accounts payable and other current liabilities |
$ | 59,021 | $ | 63,115 | ||||
Deferred revenue |
106,947 | 82,614 | ||||||
Total current liabilities |
165,968 | 145,729 | ||||||
Shareholders’ equity: |
||||||||
Common stock and additional paid-in capital |
66,412 | 53,102 | ||||||
Retained earnings |
179,469 | 168,939 | ||||||
Total shareholders’ equity |
245,881 | 222,041 | ||||||
Total |
$ | 411,849 | $ | 367,770 | ||||
Condensed Consolidated Statements of Cash Flows
| Six Months Ended |
||||||||
| May 31, | May 31, | |||||||
| (In thousands except per share data) |
2004 |
2003 |
||||||
Cash flows from operations: |
||||||||
Net income |
$ | 12,725 | $ | 10,928 | ||||
Depreciation, amortization and other noncash charges |
10,833 | 5,847 | ||||||
Other changes in operating assets and liabilities |
16,755 | 13,143 | ||||||
Net cash flows from operations |
40,313 | 29,918 | ||||||
Capital expenditures |
(4,032 | ) | (2,066 | ) | ||||
Acquisitions, net of cash acquired |
(87,520 | ) | (25,164 | ) | ||||
Stock issuances, net of buybacks |
8,228 | 8,586 | ||||||
Other |
(505 | ) | 2,126 | |||||
Net change in cash and short-term investments |
(43,516 | ) | 13,400 | |||||
Cash and short-term investments, beginning of period |
219,131 | 177,193 | ||||||
Cash and short-term investments, end of period |
$ | 175,615 | $ | 190,593 | ||||
