8-K
PROGRESS SOFTWARE CORP /MA (PRGS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
January 18, 2022
Date of Report (Date of earliest event reported)
Progress Software Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 0-19417 | 04-2746201 |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Commission file number) | (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)
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 |
|---|---|---|
| Common Stock, $0.01 par value per share | PRGS | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On January 18, 2022, Progress Software Corporation ("Progress") issued a press release announcing its financial results for the fiscal fourth quarter ended November 30, 2021. 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, amortization of the discount on our convertible senior notes, 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 have been recognized prior to our adoption of Accounting Standards Update No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) during the fourth quarter of fiscal year 2021. The acquisition-related revenue in our results relates to Chef Software, Inc. and Ipswitch, Inc., which we acquired on October 5, 2020 and April 30, 2019, respectively. Since GAAP accounting required the elimination of this revenue prior to the adoption of ASU 2021-08, GAAP results alone do not fully capture all of our economic activities. We believe these adjustments are useful to management and investors as a measure of the ongoing performance of the business because, although we cannot be certain that customers will renew their contracts, we have historically experienced high renewal rates on maintenance and support agreements and other customer contracts.
•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.
•Amortization of the discount on our convertible senior notes - In April 2021, in a private offering, we issued 1.0% Convertible Senior Notes with an aggregate principal amount of $360 million, including the over allotment, due April 15, 2026, unless earlier repurchased, redeemed or converted (the "Notes"). We exclude the portion of amortization of debt discount that relates to the equity component of the Notes as they are non-cash and have no direct correlation to the operations of our business.
•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.
Annual Recurring Revenue ("ARR") - We provide an ARR performance metric to help investors better understand and assess the performance of our business because our mix of revenue generated from recurring sources has increased in recent years. ARR represents the annualized contract value for all active and contractually binding term-based contracts at the end of a period. ARR includes maintenance, software upgrade rights, public cloud and on-premises subscription-based transactions and managed services.
ARR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.
Item 7.01 Regulation FD Disclosure
In connection with the issuance of the press release attached hereto as Exhibit 99.1, the supplemental data attached as Exhibit 99.2 to this Current Report will be available on the Progress website within the investor relations section prior to the live conference call.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release issued by Progress Software Corporation dated January 18, 2022 |
| 99.2 | Q4 2021 Supplemental Data |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | January 18, 2022 | Progress Software Corporation | |
|---|---|---|---|
| By: | /s/ ANTHONY FOLGER | ||
| Anthony Folger | |||
| Chief Financial Officer |
Document
| Exhibit 99.1 |
|---|
P R E S S A N N O U N C E M E N T
Progress Reports 2021 Fiscal Fourth Quarter and Year End Results
Q4 and FY21 Revenue and EPS Significantly Ahead of Guidance
Integration of Kemp On Target as Acquisition Drives Projected Fiscal 2022 Revenue Growth
BEDFORD, Mass, January 18, 2022 (GlobeNewswire) — Progress (NASDAQ: PRGS), the leading provider of products to develop, deploy and manage high-impact applications, today announced financial results for its fiscal fourth quarter and fiscal year ended November 30, 2021.
Fourth Quarter 2021 Highlights:
•Revenue of $140.1 million increased 14% year-over-year on an actual currency basis and 15% year-over-year on a constant currency basis.
•Non-GAAP revenue of $143.7 million increased 11% on both an actual currency basis and a constant currency basis.
•Annualized Recurring Revenue ("ARR") of $486 million increased 12% year-over-year on a constant currency basis.
•Operating margin was 15% and Non-GAAP operating margin was 36%.
•Diluted earnings per share was $0.33 compared to $0.39 in the same quarter last year, a decrease of 15%.
•Non-GAAP diluted earnings per share was $0.92 compared to $0.91 in the same quarter last year, an increase of 1%.
“We're very pleased with our performance throughout 2021, and especially our Q4 results that significantly beat our guidance for revenue and earnings” said Yogesh Gupta, CEO at Progress. “We're also thrilled with the customer response and rapid integration pace of Kemp, whose acquisition we completed in November. As a leader in the Application Experience ("AX") space, Kemp fits our total growth strategy perfectly, and the acquisition will enable us to drive significant value to our shareholders while bringing a very talented team to Progress that will contribute to our future success.”
Additional financial highlights included(1):
| Three Months Ended | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| GAAP | Non-GAAP | |||||||||||||||
| (In thousands, except percentages and per share amounts) | November 30, 2021 | November 30, 2020 | % Change | November 30, 2021 | November 30, 2020 | % Change | ||||||||||
| Revenue | $ | 140,128 | $ | 122,385 | 14 | % | $ | 143,725 | $ | 129,063 | 11 | % | ||||
| Income from operations | $ | 20,358 | $ | 18,514 | 10 | % | $ | 51,627 | $ | 48,081 | 7 | % | ||||
| Operating margin | 15 | % | 15 | % | — | 36 | % | 37 | % | (100) bps | ||||||
| Net income | $ | 14,926 | $ | 17,661 | (15) | % | $ | 41,292 | $ | 41,118 | — | % | ||||
| Diluted earnings per share | $ | 0.33 | $ | 0.39 | (15) | % | $ | 0.92 | $ | 0.91 | 1 | % | ||||
| Cash from operations (GAAP) /Adjusted free cash flow (Non-GAAP) | $ | 43,928 | $ | 42,762 | 3 | % | $ | 42,447 | $ | 40,656 | 4 | % |
(1)See Legal Notice Regarding Non-GAAP Financial Information
Other fiscal fourth quarter 2021 metrics and recent results included:
•Cash, cash equivalents and short-term investments were $157.4 million at the end of the quarter.
•DSO was 60 days compared to 54 days in the fiscal fourth quarter of 2020 and 54 days in the fiscal third quarter of 2021.
•On January 10, 2022, our Board of Directors declared a quarterly dividend of $0.175 per share of common stock that will be paid on March 15, 2022 to shareholders of record as of the close of business on March 1, 2022.
•On November 1, 2021, the company completed the acquisition of Kemp Technologies, Inc., a leader in the Application Experience space.
“Q4 results were outstanding across every metric and we're very pleased with such a strong close to our fiscal 2021” said Anthony Folger, CFO at Progress. “As we begin to realize synergies from the acquisition of Kemp, we are very well positioned to deliver strong financial results in 2022 and beyond. We exit 2021 having grown our ARR by 12%, while at the same time, achieving Non-GAAP operating margins of over 40% for the second year in a row.”
Full Year Results
| Fiscal Year Ended | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| GAAP | Non-GAAP | |||||||||||||||
| (In thousands, except percentages and per share amounts) | November 30, 2021 | November 30, 2020 | % Change | November 30, 2021 | November 30, 2020 | % Change | ||||||||||
| Revenue | $ | 531,313 | $ | 442,150 | 20 | % | $ | 557,304 | $ | 456,212 | 22 | % | ||||
| Income from operations | $ | 116,102 | $ | 107,728 | 8 | % | $ | 229,159 | $ | 182,761 | 25 | % | ||||
| Operating margin | 22 | % | 24 | % | (200) bps | 41 | % | 40 | % | 100 bps | ||||||
| Net income | $ | 78,420 | $ | 79,722 | (2) | % | $ | 172,886 | $ | 140,082 | 23 | % | ||||
| Diluted earnings per share | $ | 1.76 | $ | 1.76 | — | % | $ | 3.87 | $ | 3.09 | 25 | % | ||||
| Cash from operations (GAAP) /Adjusted free cash flow (Non-GAAP) | $ | 178,530 | $ | 144,847 | 23 | % | $ | 179,395 | $ | 142,453 | 26 | % |
2022 Business Outlook
Progress provides the following guidance for the fiscal year ending November 30, 2022 and the fiscal first quarter ending February 28, 2022, together with actual results for the same periods in the fiscal year ending November 30, 2021:
| FY 2022 Guidance | FY 2021 Actual | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions, except percentages and per share amounts) | FY 2022<br>GAAP | FY 2022 <br>Non-GAAP | FY 2021<br>GAAP | FY 2021<br>Non-GAAP | ||||||||||
| Revenue | $597 - $607 | $605 - $615 | $ | 531 | $ | 557 | ||||||||
| Diluted earnings per share | $1.93 - $2.03 | $3.95 - $4.05 | $ | 1.76 | $ | 3.87 | ||||||||
| Operating margin | 21% | 39% | 22% | 41% | ||||||||||
| Cash from operations (GAAP) /<br>Adjusted free cash flow (Non-GAAP) | $188 - $193 | $185 - $190 | $ | 179 | $ | 179 | ||||||||
| Effective tax rate | 20 -21% | 20 -21% | 18% | 20% | Q1 2022 Guidance | Q1 2021 Actual | ||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||
| (In millions, except per share amounts) | Q1 2022<br>GAAP | Q1 2022<br>Non-GAAP | Q1 2021<br>GAAP | Q1 2021<br>Non-GAAP | ||||||||||
| Revenue | $136 - $139 | $139 - $142 | $ | 121 | $ | 132 | ||||||||
| Diluted earnings per share | $0.32 - $0.34 | $0.83 - $0.85 | $ | 0.42 | $ | 0.95 |
Based on current exchange rates, the expected negative currency translation impact on Progress' fiscal year 2022 business outlook compared to 2021 exchange rates is approximately $7.5 million on GAAP and non-GAAP revenue, and approximately $0.03 on GAAP and non-GAAP diluted earnings per share. The expected negative currency translation impact on Progress' fiscal Q1 2022 business outlook compared to 2021 exchange rates on GAAP and non-GAAP revenue is approximately $2.5 million. The expected negative currency translation impact on GAAP and non-GAAP diluted earnings per share for fiscal Q1 2022 is approximately $0.01. 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 fourth quarter of 2021 at 5:00 p.m. ET on Tuesday, January 18, 2022. 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 800-773-2954 or +1 847-413-3731, pass code 50242105. 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.
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, other offerings or our internal information technology infrastructure are compromised or subject to a successful cyber-attack, or if our software offerings contain significant coding or configuration errors, 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. (9) Delay or failure to realize the expected synergies and benefits of the Kemp acquisition could negatively impact our future results of operations and financial condition; and (10) The continuing impact of the coronavirus disease (COVID-19) outbreak 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, 2020 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended February 28, 2021, May 31, 2021 and August 31, 2021. Progress undertakes no obligation to update any forward-looking statements, which speak only as of the date of this press release.
About Progress
Progress (NASDAQ: PRGS) provides the best products to develop, deploy and manage high-impact applications. Our comprehensive product stack is designed to make technology teams more productive and we have a deep commitment to the developer community, both open source and commercial alike. With Progress, organizations can accelerate the creation and delivery of strategic business applications, automate the process by which apps are configured, deployed and scaled, and make critical data and content more accessible and secure—leading to competitive differentiation and business success. Over 1,700 independent software vendors, 100,000 enterprise customers, and three 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: |
|---|---|
| Michael Micciche | Erica McShane |
| Progress Software | Progress Software |
| +1 781 850 8450 | +1 781 280 4000 |
| Investor-Relations@progress.com | PR@progress.com |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | Fiscal Year Ended | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except per share data) | November 30, 2021 | November 30, 2020 | % Change | November 30, 2021 | November 30, 2020 | % Change | ||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||||
| Software licenses | $ | 41,236 | $ | 37,443 | 10 | % | $ | 156,590 | $ | 115,249 | 36 | % | ||||||||||||||
| Maintenance and services | 98,892 | 84,942 | 16 | % | 374,723 | 326,901 | 15 | % | ||||||||||||||||||
| Total revenue | 140,128 | 122,385 | 14 | % | 531,313 | 442,150 | 20 | % | ||||||||||||||||||
| Costs of revenue: | ||||||||||||||||||||||||||
| Cost of software licenses | 1,508 | 1,171 | 29 | % | 5,271 | 4,473 | 18 | % | ||||||||||||||||||
| Cost of maintenance and services | 15,355 | 14,137 | 9 | % | 58,242 | 49,744 | 17 | % | ||||||||||||||||||
| Amortization of acquired intangibles | 4,217 | 2,923 | 44 | % | 14,936 | 7,897 | 89 | % | ||||||||||||||||||
| Total costs of revenue | 21,080 | 18,231 | 16 | % | 78,449 | 62,114 | 26 | % | ||||||||||||||||||
| Gross profit | 119,048 | 104,154 | 14 | % | 452,864 | 380,036 | 19 | % | ||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Sales and marketing | 37,422 | 32,013 | 17 | % | 125,890 | 100,113 | 26 | % | ||||||||||||||||||
| Product development | 26,759 | 24,482 | 9 | % | 103,338 | 88,599 | 17 | % | ||||||||||||||||||
| General and administrative | 18,793 | 15,302 | 23 | % | 65,128 | 54,004 | 21 | % | ||||||||||||||||||
| Amortization of acquired intangibles | 9,160 | 7,565 | 21 | % | 31,996 | 20,049 | 60 | % | ||||||||||||||||||
| Restructuring expenses | 5,175 | 4,080 | 27 | % | 6,308 | 5,906 | 7 | % | ||||||||||||||||||
| Acquisition-related expenses | 1,381 | 2,198 | (37) | % | 4,102 | 3,637 | 13 | % | ||||||||||||||||||
| Total operating expenses | 98,690 | 85,640 | 15 | % | 336,762 | 272,308 | 24 | % | ||||||||||||||||||
| Income from operations | 20,358 | 18,514 | 10 | % | 116,102 | 107,728 | 8 | % | ||||||||||||||||||
| Other expense, net | (6,159) | (1,887) | (226) | % | (20,568) | (11,093) | (85) | % | ||||||||||||||||||
| Income before income taxes | 14,199 | 16,627 | (15) | % | 95,534 | 96,635 | (1) | % | ||||||||||||||||||
| (Benefit) provision for income taxes | (727) | (1,034) | (30) | % | 17,114 | 16,913 | 1 | % | ||||||||||||||||||
| Net income | $ | 14,926 | $ | 17,661 | (15) | % | $ | 78,420 | $ | 79,722 | (2) | % | ||||||||||||||
| Earnings per share: | ||||||||||||||||||||||||||
| Basic | $ | 0.34 | $ | 0.39 | (13) | % | $ | 1.79 | $ | 1.78 | 1 | % | ||||||||||||||
| Diluted | $ | 0.33 | $ | 0.39 | (15) | % | $ | 1.76 | $ | 1.76 | — | % | ||||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||||||||||||
| Basic | 43,974 | 44,723 | (2) | % | 43,916 | 44,886 | (2) | % | ||||||||||||||||||
| Diluted | 44,853 | 45,140 | (1) | % | 44,620 | 45,321 | (2) | % | ||||||||||||||||||
| Cash dividends declared per common share | $ | 0.175 | $ | 0.175 | — | % | $ | 0.700 | $ | 0.670 | 4 | % | Stock-based compensation is included in the condensed consolidated statements of operations, as follows: | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||
| Cost of revenue | $ | 327 | $ | 357 | (8) | % | $ | 1,561 | $ | 1,336 | 17 | % | ||||||||||||||
| Sales and marketing | 1,376 | 1,267 | 9 | % | 6,055 | 4,462 | 36 | % | ||||||||||||||||||
| Product development | 1,925 | 1,768 | 9 | % | 8,104 | 7,286 | 11 | % | ||||||||||||||||||
| General and administrative | 4,111 | 2,731 | 51 | % | 14,004 | 10,398 | 35 | % | ||||||||||||||||||
| Total | $ | 7,739 | $ | 6,123 | 26 | % | $ | 29,724 | $ | 23,482 | 27 | % |
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (In thousands) | November 30, 2021 | November 30, 2020 | ||
|---|---|---|---|---|
| Assets | ||||
| Current assets: | ||||
| Cash, cash equivalents and short-term investments | $ | 157,373 | $ | 105,995 |
| Accounts receivable, net | 99,815 | 84,040 | ||
| Unbilled receivables and contract assets | 25,816 | 24,917 | ||
| Other current assets | 39,549 | 23,983 | ||
| Assets held for sale | 15,255 | — | ||
| Total current assets | 337,808 | 238,935 | ||
| Property and equipment, net | 14,345 | 29,817 | ||
| Goodwill and intangible assets, net | 958,337 | 704,473 | ||
| Right-of-use lease assets | 25,253 | 30,635 | ||
| Long-term unbilled receivables and contract assets | 17,464 | 17,133 | ||
| Other assets | 10,330 | 20,789 | ||
| Total assets | $ | 1,363,537 | $ | 1,041,782 |
| Liabilities and shareholders' equity | ||||
| Current liabilities: | ||||
| Accounts payable and other current liabilities | $ | 84,215 | $ | 70,899 |
| Current portion of long-term debt, net | 25,767 | 18,242 | ||
| Short-term operating lease liabilities | 7,926 | 7,015 | ||
| Short-term deferred revenue | 205,021 | 166,387 | ||
| Total current liabilities | 322,929 | 262,543 | ||
| Long-term debt, net | 239,992 | 364,260 | ||
| Long-term operating lease liabilities | 23,130 | 26,966 | ||
| Long-term deferred revenue | 47,359 | 26,908 | ||
| Convertible senior notes, net | 294,535 | — | ||
| Other long-term liabilities | 23,103 | 15,092 | ||
| Shareholders' equity: | ||||
| Common stock and additional paid-in capital | 354,676 | 306,244 | ||
| Retained earnings | 57,813 | 39,769 | ||
| Total shareholders' equity | 412,489 | 346,013 | ||
| Total liabilities and shareholders' equity | $ | 1,363,537 | $ | 1,041,782 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended | Fiscal Year Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| (In thousands) | November 30, 2021 | November 30, 2020 | November 30, 2021 | November 30, 2020 | ||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | 14,926 | $ | 17,661 | $ | 78,420 | $ | 79,722 |
| Depreciation and amortization | 18,105 | 12,044 | 61,179 | 34,765 | ||||
| Stock-based compensation | 7,739 | 6,123 | 29,724 | 23,482 | ||||
| Other non-cash adjustments | 5,631 | (2,024) | 9,763 | 6,287 | ||||
| Changes in operating assets and liabilities | (2,473) | 8,958 | (556) | 591 | ||||
| Net cash flows from operating activities | 43,928 | 42,762 | 178,530 | 144,847 | ||||
| Capital expenditures | (1,913) | (3,098) | (4,654) | (6,517) | ||||
| Issuances of common stock, net of repurchases | 5,786 | (37,927) | (19,967) | (48,901) | ||||
| Dividend payments to shareholders | (8,189) | (7,542) | (31,561) | (29,900) | ||||
| Payments for acquisitions, net of cash acquired | (253,961) | (213,057) | (253,961) | (213,057) | ||||
| Proceeds from the issuance of debt, net of payment of issuance costs | — | 98,500 | — | 98,500 | ||||
| Payments of principal on long-term debt | (5,644) | (3,763) | (117,313) | (11,288) | ||||
| Proceeds from issuance of Notes, net of issuance costs | — | — | 349,196 | — | ||||
| Purchase of capped calls | — | — | (43,056) | — | ||||
| Proceeds from sale of long-lived assets, net | — | 889 | — | 889 | ||||
| Other | (6,311) | (888) | (5,836) | (2,263) | ||||
| Net change in cash, cash equivalents and short-term investments | (226,304) | (124,124) | 51,378 | (67,690) | ||||
| Cash, cash equivalents and short-term investments, beginning of period | 383,677 | 230,119 | 105,995 | 173,685 | ||||
| Cash, cash equivalents and short-term investments, end of period | $ | 157,373 | $ | 105,995 | $ | 157,373 | $ | 105,995 |
RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES - FOURTH QUARTER
(Unaudited)
| Three Months Ended | % Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except per share data) | November 30, 2021 | November 30, 2020 | Non-GAAP | |||||||
| Adjusted revenue: | ||||||||||
| GAAP revenue | $ | 140,128 | $ | 122,385 | ||||||
| Acquisition-related revenue(1) | 3,597 | 6,678 | ||||||||
| Non-GAAP revenue | $ | 143,725 | 100 | % | $ | 129,063 | 100 | % | 11 | % |
| Adjusted income from operations: | ||||||||||
| GAAP income from operations | $ | 20,358 | 15 | % | $ | 18,514 | 15 | % | ||
| Amortization of acquired intangibles | 13,377 | 9 | % | 10,488 | 8 | % | ||||
| Stock-based compensation | 7,739 | 5 | % | 6,123 | 4 | % | ||||
| Restructuring expenses and other | 5,175 | 4 | % | 4,080 | 3 | % | ||||
| Acquisition-related revenue(1) and expenses | 4,978 | 3 | % | 8,876 | 7 | % | ||||
| Non-GAAP income from operations | $ | 51,627 | 36 | % | $ | 48,081 | 37 | % | 7 | % |
| Adjusted net income: | ||||||||||
| GAAP net income | $ | 14,926 | 11 | % | $ | 17,661 | 14 | % | ||
| Amortization of acquired intangibles | 13,377 | 9 | % | 10,488 | 8 | % | ||||
| Stock-based compensation | 7,739 | 5 | % | 6,123 | 5 | % | ||||
| Restructuring expenses and other | 5,175 | 4 | % | 4,080 | 3 | % | ||||
| Acquisition-related revenue(1) and expenses | 4,978 | 3 | % | 8,876 | 7 | % | ||||
| Amortization of discount on Notes | 2,861 | 2 | % | — | — | % | ||||
| Provision for income taxes | (7,764) | (5) | % | (6,110) | (5) | % | ||||
| Non-GAAP net income | $ | 41,292 | 29 | % | $ | 41,118 | 32 | % | — | % |
| Adjusted diluted earnings per share: | ||||||||||
| GAAP diluted earnings per share | $ | 0.33 | $ | 0.39 | ||||||
| Amortization of acquired intangibles | 0.30 | 0.23 | ||||||||
| Stock-based compensation | 0.17 | 0.14 | ||||||||
| Restructuring expenses and other | 0.12 | 0.09 | ||||||||
| Acquisition-related revenue(1) and expenses | 0.11 | 0.20 | ||||||||
| Amortization for discount on Notes | 0.06 | — | ||||||||
| Provision for income taxes | (0.17) | (0.14) | ||||||||
| Non-GAAP diluted earnings per share | $ | 0.92 | $ | 0.91 | 1 | % | ||||
| Non-GAAP weighted avg shares outstanding - diluted | 44,853 | 45,140 | (1) | % | ||||||
| (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. |
RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES - FISCAL YEAR
(Unaudited)
| Fiscal Year Ended | % Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except per share data) | November 30, 2021 | November 30, 2020 | Non-GAAP | |||||||
| Adjusted revenue: | ||||||||||
| GAAP revenue | $ | 531,313 | $ | 442,150 | ||||||
| Acquisition-related revenue(1) | 25,991 | 14,062 | ||||||||
| Non-GAAP revenue | $ | 557,304 | 100 | % | $ | 456,212 | 100 | % | 22 | % |
| Adjusted income from operations: | ||||||||||
| GAAP income from operations | $ | 116,102 | 22 | % | $ | 107,728 | 24 | % | ||
| Amortization of acquired intangibles | 46,932 | 8 | % | 27,946 | 6 | % | ||||
| Stock-based compensation | 29,724 | 5 | % | 23,482 | 5 | % | ||||
| Restructuring expenses and other | 6,308 | 1 | % | 5,906 | 1 | % | ||||
| Acquisition-related revenue(1) and expenses | 30,093 | 5 | % | 17,699 | 4 | % | ||||
| Non-GAAP income from operations | $ | 229,159 | 41 | % | $ | 182,761 | 40 | % | 25 | % |
| Adjusted net income: | ||||||||||
| GAAP net income | $ | 78,420 | 15 | % | $ | 79,722 | 18 | % | ||
| Amortization of acquired intangibles | 46,932 | 8 | % | 27,946 | 6 | % | ||||
| Stock-based compensation | 29,724 | 6 | % | 23,482 | 5 | % | ||||
| Restructuring expenses and other | 6,308 | 1 | % | 5,906 | 1 | % | ||||
| Acquisition-related revenue(1) and expenses | 30,093 | 5 | % | 17,699 | 4 | % | ||||
| Amortization of discount on Notes | 7,209 | 1 | % | — | — | % | ||||
| Provision for income taxes | (25,800) | (5) | % | (14,673) | (3) | % | ||||
| Non-GAAP net income | $ | 172,886 | 31 | % | $ | 140,082 | 31 | % | 23 | % |
| Adjusted diluted earnings per share: | ||||||||||
| GAAP diluted earnings per share | $ | 1.76 | $ | 1.76 | ||||||
| Amortization of acquired intangibles | 1.05 | 0.62 | ||||||||
| Stock-based compensation | 0.67 | 0.51 | ||||||||
| Restructuring expenses and other | 0.14 | 0.13 | ||||||||
| Acquisition-related revenue(1) and expenses | 0.67 | 0.39 | ||||||||
| Amortization of discount on Notes | 0.16 | — | ||||||||
| Provision for income taxes | (0.58) | (0.32) | ||||||||
| Non-GAAP diluted earnings per share | $ | 3.87 | $ | 3.09 | 25 | % | ||||
| Non-GAAP weighted avg shares outstanding - diluted | 44,620 | 45,321 | (2) | % | ||||||
| (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. |
OTHER NON-GAAP FINANCIAL MEASURES
(Unaudited)
| Quarter to Date Adjusted Free Cash Flow | ||||||
|---|---|---|---|---|---|---|
| (In thousands) | Q4 2021 | Q4 2020 | % Change | |||
| Cash flows from operations | $ | 43,928 | $ | 42,762 | 3 | % |
| Purchases of property and equipment | (1,913) | (3,098) | (38) | % | ||
| Free cash flow | 42,015 | 39,664 | 6 | % | ||
| Add back: restructuring payments | 432 | 992 | (56) | % | ||
| Adjusted free cash flow | $ | 42,447 | $ | 40,656 | 4 | % |
| Year to Date Adjusted Free Cash Flow | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| (In thousands) | FY 2021 | FY 2020 | % Change | |||
| Cash flows from operations | $ | 178,530 | $ | 144,847 | 23 | % |
| Purchases of property and equipment | (4,654) | (6,517) | (29) | % | ||
| Free cash flow | 173,876 | 138,330 | 26 | % | ||
| Add back: restructuring payments | 5,519 | 4,123 | 34 | % | ||
| Adjusted free cash flow | $ | 179,395 | $ | 142,453 | 26 | % |
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2022 GUIDANCE
(Unaudited)
| Fiscal Year 2022 Revenue Guidance | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fiscal Year Ended | Fiscal Year Ending | |||||||||||||||||
| November 30, 2021 | November 30, 2022 | |||||||||||||||||
| (In millions) | Low | % Change | High | % Change | ||||||||||||||
| GAAP revenue | $ | 531.3 | $ | 596.5 | 12 | % | $ | 606.5 | 14 | % | ||||||||
| Acquisition-related adjustments - revenue(1) | 26.0 | 8.5 | (67) | % | 8.5 | (67) | % | |||||||||||
| Non-GAAP revenue | $ | 557.3 | $ | 605.0 | 9 | % | $ | 615.0 | 10 | % | ||||||||
| (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 Ipswitch and Chef. | Fiscal Year 2022 Non-GAAP Operating Margin Guidance | |||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||||||
| Fiscal Year Ending November 30, 2022 | ||||||||||||||||||
| (In millions) | Low | High | ||||||||||||||||
| GAAP income from operations | $ | 125.0 | $ | 130.0 | ||||||||||||||
| GAAP operating margin | 21 | % | 21 | % | ||||||||||||||
| Acquisition-related revenue | 8.5 | 8.5 | ||||||||||||||||
| Restructuring expense | 1.2 | 1.2 | ||||||||||||||||
| Stock-based compensation | 33.0 | 33.0 | ||||||||||||||||
| Acquisition-related expenses | 0.8 | 0.8 | ||||||||||||||||
| Amortization of intangibles | 69.3 | 69.3 | ||||||||||||||||
| Total adjustments | 112.8 | 112.8 | ||||||||||||||||
| Non-GAAP income from operations | $ | 237.8 | $ | 242.8 | ||||||||||||||
| Non-GAAP operating margin | 39 | % | 39 | % | Fiscal Year 2022 Non-GAAP Earnings per Share and Effective Tax Rate Guidance | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||||||
| Fiscal Year Ending November 30, 2022 | ||||||||||||||||||
| (In millions, except per share data) | Low | High | ||||||||||||||||
| GAAP net income | $ | 86.1 | $ | 90.6 | ||||||||||||||
| Adjustments (from previous table) | 112.8 | 112.8 | ||||||||||||||||
| Income tax adjustment(2) | (22.5) | (22.5) | ||||||||||||||||
| Non-GAAP net income | $ | 176.4 | $ | 180.9 | ||||||||||||||
| GAAP diluted earnings per share | $ | 1.93 | $ | 2.03 | ||||||||||||||
| Non-GAAP diluted earnings per share | $ | 3.95 | $ | 4.05 | ||||||||||||||
| Diluted weighted average shares outstanding | 44.7 | 44.7 | ||||||||||||||||
| (2)Tax adjustment is based on a non-GAAP effective tax rate of approximately 21% for Low and 20% for High, calculated as follows: | ||||||||||||||||||
| Non-GAAP income from operations | $ | 237.8 | $ | 242.8 | ||||||||||||||
| Other (expense) income | (15.7) | (15.7) | ||||||||||||||||
| Non-GAAP income from continuing operations before income taxes | 222.1 | 227.1 | ||||||||||||||||
| Non-GAAP net income | 176.4 | 180.9 | ||||||||||||||||
| Tax provision | $ | 45.7 | $ | 46.2 | ||||||||||||||
| Non-GAAP tax rate | 21 | % | 20 | % |
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2022 GUIDANCE
(Unaudited)
| Fiscal Year 2022 Adjusted Free Cash Flow Guidance | ||||
|---|---|---|---|---|
| Fiscal Year Ending November 30, 2022 | ||||
| (In millions) | Low | High | ||
| Cash flows from operations (GAAP) | $ | 188 | $ | 193 |
| Purchases of property and equipment | (6) | (6) | ||
| Add back: restructuring payments | 3 | 3 | ||
| Adjusted free cash flow (non-GAAP) | $ | 185 | $ | 190 |
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q1 2022 GUIDANCE
(Unaudited)
| Q1 2022 Revenue Guidance | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Three Months Ending | |||||||||
| February 28, 2021 | February 28, 2022 | |||||||||
| (In millions) | Low | % Change | High | % Change | ||||||
| GAAP revenue | $ | 121.3 | $ | 136.4 | 12 | % | $ | 139.4 | 15 | % |
| Acquisition-related adjustments - revenue(1) | 10.5 | 2.6 | (75) | % | 2.6 | (75) | % | |||
| Non-GAAP revenue | $ | 131.8 | $ | 139.0 | 5 | % | $ | 142.0 | 8 | % |
| (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 Ipswitch and Chef. | ||||||||||
| Q1 2022 Non-GAAP Earnings per Share Guidance | ||||||||||
| --- | --- | --- | --- | --- | ||||||
| Three Months Ending February 28, 2022 | ||||||||||
| Low | High | |||||||||
| GAAP diluted earnings per share | $ | 0.32 | $ | 0.34 | ||||||
| Acquisition-related revenue | 0.06 | 0.06 | ||||||||
| Acquisition-related expense | 0.01 | 0.01 | ||||||||
| Stock-based compensation | 0.17 | 0.17 | ||||||||
| Amortization of intangibles | 0.38 | 0.38 | ||||||||
| Restructuring expense | 0.02 | 0.02 | ||||||||
| Total adjustments | 0.64 | 0.64 | ||||||||
| Income tax adjustment | (0.13) | (0.13) | ||||||||
| Non-GAAP diluted earnings per share | $ | 0.83 | $ | 0.85 |
13
q421supplementaldeck
January 18, 2022 Progress Financial Results Q4 2021 Supplemental Data
2© 2022 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Safe Harbor 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 many 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, other offerings or our internal information technology infrastructure are compromised or subject to a successful cyber-attack, or if our software offerings contain significant coding or configuration errors, 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. • The continuing impact of the coronavirus disease (COVID-19) outbreak 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 February 28, 2022, and fiscal year ended November 30, 2022, which speak only as of January 18, 2022. 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 January 18, 2022 and is available in the Investor Relations section of our Web site.
3© 2022 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. What: Progress Q4 2021 Financial Results Conference Call When: Tuesday, January 18th, 2022 Time: 5:00 p.m. ET Live Call: (800) 773-2954 (847) 413-3731 Conf ID: 50242105 Live / Recorded Webcast: https://edge.media-server.com/mmc/p/9wz5nqvf Conference Call Details Please note: Webcast is listen-only.
4© 2022 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. • Top-line strength across all products combined with disciplined expense management drove four consecutive quarters of strong performance – providing considerable momentum as we enter FY22 ▪ Top line strength again reflected in ARR growth (up 12.2% on an as reported basis and 3.4% on a pro-forma basis, both in constant currency) and consistently strong net retention rates of 98% -101% • Kemp adds ~$40M of ARR • Kemp integration proceeding at or ahead of plan Strong Financial Results Summary Highlights Q4 2021 & FY2021
© 2022 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Recurring Revenue Revenue ARR Operating Margins YoY Revenue Growth Free Cash Flow Progress is a trusted provider of the best products to develop, deploy and manage high-impact cloud applications and systems NASDAQ: PRGS FY22E # Revenue: $610M FY22E # EPS : $4.00 FY22E # FCF: $188M ----------- FY21 EPS growth: 25%* FY21 ARR growth: 12.2%* FY21 NDRR: 100.1%* # Guidance provided January 18, 2022, non-GAAP; midpoint of guidance shown * Non-GAAP and/or as of F4Q21, reported January 18, 2022 $557М 22% $486М ~80% 41%$179M All results shown are for FY'21, non-GAAP, as reported January 18, 2022 Company Overview $3.87 FY'21 Earnings Per Share
6© 2022 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. • Double revenue every 5 years • Make accretive acquisitions in our key markets • Invest in R&D to improve retention • Maximize operational synergies • Best in class operating margins Total Growth Strategy Goals Pillars of our Total Growth Strategy Strengthen Profitable Core Business Disciplined M&A Strategy Continued Focus on Operational Excellence
7© 2022 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. M&A Approach Infrastructure Software Tighter alignment increases synergy potential End Market Alignment 5-yrs - Double Revenues ~10-20% of revenue annually can be financed and integrated efficiently Sizing Durable top line High mix of recurring revenue Strong customer retention rates Business Model Characteristics Venture Backed, Founder Led and PE Sponsor-Owned Targets Massive Market Opportunity Experienced Corp Dev Team ROIC > WACC Business Case with attainable synergies – target +40% operating margins Knowledge of end markets, GTM model and/or technology
8© 2022 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Q4 2021 Results Q4 2021 Outlook (09/23/2021) GAAP Revenue $140 M $129 M - $133 M Non-GAAP Revenue $144 M $134 M - $138 M GAAP earnings per share (Diluted) $0.33 $0.13 - $0.15 Non-GAAP earnings per share (Diluted) $0.92 $0.73 - $0.75 GAAP Operating Margin 15% Not guided Non-GAAP Operating Margin 36% Not guided Adjusted Free Cash Flow $42 M Not guided Summary Q4 2021 Financial Results
9© 2022 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. $379 $432 $456 $557 $610 $0 $150 $300 $450 $600 $750 2018 2019 2020 2021 2022 (F)* Revenue (non GAAP) Driving Total Growth FY’21* revenue growth of 22% Revenue CAGR of 13% 2018 – 2022(F)* * Represents the mid-point of our FY’22 guidance range
10© 2022 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. “As Reported” Kemp adds ~$40M of ARR ARR growth = 12.2% year-over-year Net Retention Rate has ranged between 98%-101% “Pro Forma” Kemp ARR included in both periods presented ARR growth = 3.4% year-over-year Net Retention Rate has ranged between 98%-101% Note: ARR is a Non-GAAP operating metric and does not have a standardized definition. It is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers. Annualized Recurring Revenue (amounts reported in constant currency) $470 $486 98.0% 100.1% 55.0% 65.0% 75.0% 85.0% 95.0% 105.0% $250 $300 $350 $400 $450 $500 $550 $600 Q4 '20 Q4 '21 ARR Net Retention % TTM $434 $486 98.1% 100.1% 55.0% 65.0% 75.0% 85.0% 95.0% 105.0% $250 $300 $350 $400 $450 $500 $550 $600 Q4 '20 Q4 '21 ARR Kemp Net Retention % TTM
11© 2022 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Annualized Recurring Revenue Trend (“pro-forma”) Kemp adds ~$40M of ARR ARR growth = 3.4% year-over-year + Net Retention Rate between 98%-101% = Predictable and durable top line performance $452 $460 $464 $470 $469 $476 $484 $486 98.1% 98.2% 98.6% 98.0% 99.8% 99.7% 100.9% 100.1% 55.0% 65.0% 75.0% 85.0% 95.0% 105.0% $400 $420 $440 $460 $480 $500 Q1 '20 Q2 '20 Q3 '20 Q4 '20 Q1 '21 Q2 '21 Q3 '21 Q4 '21 ARR Net Retention % TTM
12© 2022 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. $134 $162 $183 $229 $240 $0 $50 $100 $150 $200 $250 $300 2018 2019 2020 2021 2022(F)* Operating Income (non GAAP) Growing Profitability * Represents the mid-point of our FY’22 guidance range Consistent growth in operating income CAGR 16% FY’18 – FY’22(F)* Best-in-class operating margins consistently above 35%
13© 2022 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Q1 2022 Current Outlook FY 2022 Current Outlook (As of 01/18/2022) Non-GAAP Revenue $139M – $142M $605M – $615M Non-GAAP EPS $0.83 – $0.85 $3.95 – $4.05 Non-GAAP Operating Margin Not guided 39% Non-GAAP Adjusted Free Cash Flow Not guided $185M – $190M Non-GAAP Effective Tax Rate Not guided 20 - 21% Business Outlook (as of January 18, 2022)
14© 2022 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Supplemental Financial Information * * The following supplemental financial information includes GAAP and non-GAAP information. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP numbers can be found in the financial results press release that we issued today.
15© 2022 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Supplemental Revenue Information (Unaudited) (in thousands) Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Revenue by Type License 30,629 19,663 27,514 37,443 33,317 30,107 51,930 41,236 Maintenance 70,056 71,686 72,764 74,381 76,977 80,069 82,875 85,942 Services 8,998 9,034 9,421 10,561 10,986 12,312 12,612 12,950 Total Revenue $109,683 $100,383 $109,699 $122,385 $121,280 $122,488 $147,417 $140,128 Revenue by Region North America 65,413 56,564 62,927 76,094 71,505 71,094 93,880 81,335 EMEA 34,988 34,157 37,447 37,162 40,240 41,321 40,999 46,775 Latin America 4,000 3,346 3,547 3,681 3,493 3,753 5,298 4,492 Asia Pacific 5,282 6,316 5,778 5,448 6,042 6,320 7,240 7,526 Total Revenue $109,683 $100,383 $109,699 $122,385 $121,280 $122,488 $147,417 $140,128 QTD GAAP Basis
16© 2022 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Other NON-GAAP Financial Measures (Unaudited) QTD QTD QTD GAAP Non-GAAP Non-GAAP (in thousands) Q4 2021 Adjustment Q4 2021 Revenue by Type License 41,236 165 41,401 Maintenance 85,942 3,304 89,246 Services 12,950 128 13,078 Total Revenue $140,128 $3,597 $143,725 Revenue by Region North America 81,335 2,501 83,836 EMEA 46,775 859 47,634 Latin America 4,492 19 4,511 Asia Pacific 7,526 218 7,744 Total Revenue $140,128 $3,597 $143,725
17© 2022 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Other NON-GAAP Financial Measures (Unaudited) YTD YTD YTD GAAP Non-GAAP Non-GAAP (in thousands) Q4 2021 Adjustment Q4 2021 Revenue by Type License 156,590 3,149 159,739 Maintenance 325,863 22,547 348,410 Services 48,860 295 49,155 Total Revenue $531,313 $25,991 $557,304 Revenue by Region North America 317,814 17,687 335,501 EMEA 169,335 6,886 176,221 Latin America 17,036 122 17,158 Asia Pacific 27,128 1,296 28,424 Total Revenue $531,313 $25,991 $557,304
