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Form 8-K PROGRESS SOFTWARE CORP For: Sep 23

September 23, 2021 4:36 PM EDT
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Exhibit 99.1

P R E S S A N N O U N C E M E N T

Progress Announces Third Quarter 2021 Financial Results

Q3 Revenue and EPS Significantly Ahead of Guidance
Full Year 2021 Guidance Raised Again

BEDFORD, Mass, September 23, 2021 (GlobeNewswire) — Progress (NASDAQ: PRGS), the leading provider of products to develop, deploy and manage high-impact business applications, today announced financial results for its fiscal third quarter ended August 31, 2021.

Third Quarter 2021 Highlights:

Revenue of $147.4 million increased 34% year-over-year on an actual currency basis, and 33% on a constant currency basis.
Non-GAAP revenue of $152.6 million increased 38% on an actual currency basis, and 36% on a constant currency basis.
Annualized Recurring Revenue (ARR) of $444 million increased 25% year-over-year on a constant currency basis.
Operating margin was 31% and Non-GAAP operating margin was 47%.
Diluted earnings per share was $0.70 compared to $0.53 in the same quarter last year, an increase of 32%. 
Non-GAAP diluted earnings per share was $1.18 compared to $0.78 in the same quarter last year, an increase of 51%.

“We’re very pleased to announce Q3 results that significantly beat our previous guidance for revenue and earnings, and we’re raising 2021 guidance for the third time this year” said Yogesh Gupta, CEO at Progress. “We also announced the signing of a definitive agreement to acquire Kemp, a leader in the Application Experience (“AX”) space. Kemp meets all our acquisition criteria, fits perfectly with our total growth strategy, and brings a very talented team to Progress.”

Additional financial highlights included(1):
Three Months Ended
GAAPNon-GAAP
(In thousands, except percentages and per share amounts)August 31, 2021August 31, 2020% ChangeAugust 31, 2021August 31, 2020% Change
Revenue$147,417 $109,699 34 %$152,597 $110,882 38 %
Income from operations$46,046 $33,193 39 %$71,163 $47,117 51 %
Operating margin31 %30 %100 bps47 %42 %500 bps
Net income$30,976 $23,977 29 %$52,577 $35,605 48 %
Diluted earnings per share$0.70 $0.53 32 %$1.18 $0.78 51 %
Cash from operations (GAAP) /Adjusted free cash flow (Non-GAAP)$35,224 $31,112 13 %$35,022 $30,101 16 %
(1)See Legal Notice Regarding Non-GAAP Financial Information

Other fiscal third quarter 2021 metrics and recent results included:

Cash, cash equivalents and short-term investments were $383.7 million at the end of the quarter.
DSO was 54 days compared to 49 days in the fiscal third quarter of 2020 and 44 days in the fiscal second quarter of 2021.
On September 21, 2021, our Board of Directors declared a quarterly dividend of $0.175 per share of common stock that will be paid on December 15, 2021 to shareholders of record as of the close of business on December 1, 2021.
On September 23, 2021, we announced a definitive agreement to acquire Kemp Technologies, a leader in the Application Experience space, for $258 million in cash.



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Anthony Folger, CFO, said: “Q3 results were outstanding across every metric and our confidence in our business is reflected in the increased outlook for 2021. In addition to our strong financial results and outlook, we continued to execute our total growth strategy while remaining disciplined with the acquisition of Kemp, a deal that positions us exceptionally well for 2022 and beyond.”

2021 Business Outlook

Progress provides the following guidance for the fiscal year ending November 30, 2021 and the fiscal fourth quarter ending November 30, 2021:
Updated FY 2021 Guidance
(September 23, 2021)
Prior FY 2021 Guidance
(June 24, 2021)
(In millions, except percentages and per share amounts)GAAPNon-GAAPGAAPNon-GAAP
Revenue$520 - $524$548 - $552$503 - $509$529 - $535
Diluted earnings per share$1.56 - $1.58$3.68 - $3.70$1.51 - $1.55$3.46 - $3.50
Operating margin21%40%21%39%
Cash from operations (GAAP) /
Adjusted free cash flow (Non-GAAP)
$168 - $172$168 - $172$160 - $164$158 - $162
Effective tax rate20% - 21%20% - 21%20% - 21%20% - 21%
Q4 2021 Guidance
(In millions, except per share amounts)GAAPNon-GAAP
Revenue$129 - $133$134 - $138
Diluted earnings per share$0.13 - $0.15$0.73 - $0.75

Based on current exchange rates, the expected positive currency translation impact on Progress' fiscal year 2021 business outlook compared to 2020 exchange rates is approximately $6.8 million on GAAP and non-GAAP revenue, and approximately $0.04 on GAAP and non-GAAP diluted earnings per share. The expected positive currency translation impact on Progress' fiscal Q4 2021 business outlook compared to 2020 exchange rates on GAAP and non-GAAP revenue is approximately $0.6 million. The expected positive impact on GAAP and non-GAAP diluted Q4 2021 earnings per share is $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 third quarter of 2021 at 5:00 p.m. ET on Thursday, September 23, 2021. 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, passcode 50220857. 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.

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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; (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. 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 business 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 MiccicheErica McShane
Progress SoftwareProgress Software
+1 781 850 8450+1 781 280 4000
Investor-Relations@progress.comPR@progress.com

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months EndedNine Months Ended
(In thousands, except per share data)August 31, 2021August 31, 2020% ChangeAugust 31, 2021August 31, 2020% Change
Revenue:
Software licenses$51,930 $27,514 89 %$115,354 $77,806 48 %
Maintenance and services95,487 82,185 16 %275,831 241,959 14 %
Total revenue147,417 109,699 34 %391,185 319,765 22 %
Costs of revenue:
Cost of software licenses1,574 1,103 43 %3,763 3,302 14 %
Cost of maintenance and services14,895 11,971 24 %42,887 35,607 20 %
Amortization of acquired intangibles3,599 1,664 116 %10,719 4,974 116 %
Total costs of revenue20,068 14,738 36 %57,369 43,883 31 %
Gross profit127,349 94,961 34 %333,816 275,882 21 %
Operating expenses:
Sales and marketing29,737 22,186 34 %88,468 68,100 30 %
Product development25,616 20,676 24 %76,579 64,117 19 %
General and administrative16,451 13,514 22 %46,335 38,702 20 %
Amortization of acquired intangibles7,978 4,176 91 %22,836 12,484 83 %
Restructuring expenses40 91 (56)%1,133 1,826 (38)%
Acquisition-related expenses1,481 1,125 32 %2,721 1,439 89 %
Total operating expenses81,303 61,768 32 %238,072 186,668 28 %
Income from operations46,046 33,193 39 %95,744 89,214 %
Other expense, net(6,539)(2,962)(121)%(14,409)(9,206)(57)%
Income before income taxes39,507 30,231 31 %81,335 80,008 %
Provision for income taxes8,531 6,254 36 %17,841 17,947 (1)%
Net income$30,976 $23,977 29 %$63,494 $62,061 %
Earnings per share:
Basic$0.71 $0.53 34 %$1.45 $1.38 %
Diluted$0.70 $0.53 32 %$1.43 $1.37 %
Weighted average shares outstanding:
Basic43,762 45,036 (3)%43,896 44,941 (2)%
Diluted44,502 45,364 (2)%44,542 45,382 (2)%
Cash dividends declared per common share$0.175 $0.165 %$0.525 $0.495 %
Stock-based compensation is included in the condensed consolidated statements of operations, as follows:
Cost of revenue$374 $322 16 %$1,234 $979 26 %
Sales and marketing1,424 1,035 38 %4,679 3,195 46 %
Product development1,848 1,693 %6,179 5,518 12 %
General and administrative3,193 2,635 21 %9,893 7,667 29 %
Total$6,839 $5,685 20 %$21,985 $17,359 27 %

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CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
(In thousands)August 31, 2021November 30, 2020
Assets
Current assets:
Cash, cash equivalents and short-term investments$383,677 $105,995 
Accounts receivable, net77,031 84,040 
Unbilled receivables and contract assets28,479 24,917 
Other current assets19,710 23,983 
Total current assets508,897 238,935 
Property and equipment, net28,724 29,817 
Goodwill and intangible assets, net670,602 704,473 
Right-of-use lease assets28,286 30,635 
Long-term unbilled receivables and contract assets22,225 17,133 
Other assets16,753 20,789 
Total assets$1,275,487 $1,041,782 
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable and other current liabilities$70,713 $70,899 
Current portion of long-term debt, net23,886 18,242 
Short-term operating lease liabilities7,269 7,015 
Short-term deferred revenue169,740 166,387 
Total current liabilities271,608 262,543 
Long-term debt, net247,375 364,260 
Convertible senior notes, net291,283 — 
Long-term operating lease liabilities24,010 26,966 
Long-term deferred revenue33,280 26,908 
Other long-term liabilities11,158 15,092 
Shareholders’ equity:
Common stock and additional paid-in capital343,677 306,244 
Retained earnings53,096 39,769 
Total shareholders’ equity396,773 346,013 
Total liabilities and shareholders’ equity$1,275,487 $1,041,782 


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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)  
 Three Months EndedNine Months Ended
(In thousands)August 31,
2021
August 31,
2020
August 31,
2021
August 31,
2020
Cash flows from operating activities:
Net income$30,976 $23,977 $63,494 $62,061 
Depreciation and amortization16,383 7,480 43,074 22,721 
Stock-based compensation6,839 5,685 21,985 17,359 
Other non-cash adjustments1,009 655 4,132 8,311 
Changes in operating assets and liabilities(19,983)(6,685)1,917 (8,367)
Net cash flows from operating activities35,224 31,112 134,602 102,085 
Capital expenditures(625)(1,662)(2,741)(3,419)
Issuances of common stock, net of repurchases2,947 1,719 (25,753)(10,973)
Dividend payments to shareholders(7,755)(7,452)(23,372)(22,358)
Payments of principal on long-term debt(5,644)(3,763)(111,669)(7,525)
Proceeds from issuance of Notes, net of issuance costs— — 349,196 — 
Purchase of capped calls— — (43,056)— 
Other(3,130)6,520 475 (1,376)
Net change in cash, cash equivalents and short-term investments21,017 26,474 277,682 56,434 
Cash, cash equivalents and short-term investments, beginning of period362,660 203,645 105,995 173,685 
Cash, cash equivalents and short-term investments, end of period$383,677 $230,119 $383,677 $230,119 





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RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES - THIRD QUARTER
(Unaudited)
 Three Months Ended% Change
(In thousands, except per share data)August 31, 2021August 31, 2020Non-GAAP
Adjusted revenue:
GAAP revenue$147,417 $109,699 
Acquisition-related revenue(1)
5,180 1,183 
Non-GAAP revenue$152,597 100 %$110,882 100 %38 %
Adjusted income from operations:
GAAP income from operations$46,046 31 %$33,193 30 %
Amortization of acquired intangibles11,577 %5,840 %
Restructuring expenses and other40 — %91 — %
Stock-based compensation6,839 %5,685 %
Acquisition-related revenue(1) and expenses
6,661 %2,308 %
Non-GAAP income from operations$71,163 47 %$47,117 42 %51 %
Adjusted net income:
GAAP net income$30,976 21 %$23,977 22 %
Amortization of acquired intangibles11,577 %5,840 %
Restructuring expenses and other40 — %91 — %
Stock-based compensation6,839 %5,685 %
Acquisition-related revenue(1) and expenses
6,661 %2,308 %
Amortization of discount on notes2,868 %— — %
Provision for income taxes(6,384)(4)%(2,296)(2)%
Non-GAAP net income$52,577 34 %$35,605 32 %48 %
Adjusted diluted earnings per share:
GAAP diluted earnings per share$0.70 $0.53 
Amortization of acquired intangibles0.26 0.12 
Stock-based compensation0.15 0.13 
Acquisition-related revenue(1) and expenses
0.15 0.05 
Amortization of discount on notes0.06 — 
Provision for income taxes(0.14)(0.05)
Non-GAAP diluted earnings per share$1.18 $0.78 51 %
Non-GAAP weighted avg shares outstanding - diluted44,502 45,364 (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.
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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, 2021August 31, 2020Non-GAAP
Adjusted revenue:
GAAP revenue$391,185 $319,765 
Acquisition-related revenue(1)
22,394 7,384 
Non-GAAP revenue$413,579 100 %$327,149 100 %26 %
Adjusted income from operations:
GAAP income from operations$95,744 24 %$89,214 28 %
Amortization of acquired intangibles33,555 %17,458 %
Restructuring expenses and other1,133 — %1,826 — %
Stock-based compensation21,985 %17,359 %
Acquisition-related revenue(1) and expenses
25,115 %8,823 %
Non-GAAP income from operations$177,532 43 %$134,680 41 %32 %
Adjusted net income:
GAAP net income$63,494 16 %$62,061 19 %
Amortization of acquired intangibles33,555 %17,458 %
Restructuring expenses and other1,133 — %1,826 — %
Stock-based compensation21,985 %17,359 %
Acquisition-related revenue(1) and expenses
25,115 %8,823 %
Amortization of discount on notes4,348 %— — %
Provision for income taxes(18,036)(4)%(8,563)(2)%
Non-GAAP net income$131,594 32 %$98,964 30 %33 %
Adjusted diluted earnings per share:
GAAP diluted earnings per share$1.43 $1.37 
Amortization of acquired intangibles0.75 0.38 
Restructuring expenses and other0.03 0.04 
Stock-based compensation0.48 0.39 
Acquisition-related revenue(1) and expenses
0.56 0.19 
Amortization of discount on notes0.10 — 
Provision for income taxes(0.40)(0.19)
Non-GAAP diluted earnings per share$2.95 $2.18 35 %
Non-GAAP weighted avg shares outstanding - diluted44,542 45,382 (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.








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OTHER NON-GAAP FINANCIAL MEASURES
(Unaudited)

Quarter to Date Adjusted Free Cash Flow
(In thousands)Q3 2021Q3 2020% Change
Cash flows from operations$35,224 $31,112 13 %
Purchases of property and equipment(625)(1,662)(62)%
Free cash flow34,599 29,450 17 %
Add back: restructuring payments423 651 (35)%
Adjusted free cash flow$35,022 $30,101 16 %

Year to Date Adjusted Free Cash Flow
(In thousands)Q3 2021Q3 2020% Change
Cash flows from operations$134,602 $102,085 32 %
Purchases of property and equipment(2,741)(3,419)(20)%
Free cash flow131,861 98,666 34 %
Add back: restructuring payments5,087 3,131 62 %
Adjusted free cash flow$136,948 $101,797 35 %
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RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2021 GUIDANCE
(Unaudited)
Fiscal Year 2021 Updated Revenue Guidance
Fiscal Year EndedFiscal Year Ending
November 30, 2020November 30, 2021
(In millions)Low% ChangeHigh% Change
GAAP revenue$442.1 $520.4 18 %$524.4 19 %
Acquisition-related adjustments - revenue(1)
14.1 27.6 96 %27.6 96 %
Non-GAAP revenue$456.2 $548.0 20 %$552.0 21 %
(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, Chef, and Kemp.                                

Fiscal Year 2021 Updated Non-GAAP Operating Margin Guidance
Fiscal Year Ending November 30, 2021
(In millions)LowHigh
GAAP income from operations$108.9 $110.0 
GAAP operating margins21 %21 %
Acquisition-related revenue27.6 27.6 
Acquisition-related expense3.4 3.4 
Restructuring expense4.8 4.8 
Stock-based compensation28.9 28.9 
Amortization of acquired intangibles46.9 46.9 
Total adjustments(2)
111.6 111.6 
Non-GAAP income from operations$220.5 $221.6 
Non-GAAP operating margin40 %40 %
(2)Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from Chef and Kemp and restructuring expenses. The final amounts will not be available until the Company’s internal procedures and reviews are completed.

Fiscal Year 2021 Updated Non-GAAP Earnings per Share and Effective Tax Rate Guidance
Fiscal Year Ending November 30, 2021
(In millions, except per share data)LowHigh
GAAP net income$69.7 $70.6 
Adjustments (from previous table)111.6 111.6 
Amortization of discount on notes7.2 7.2 
Income tax adjustment(3)
(24.4)(24.3)
Non-GAAP net income$164.1 $165.1 
GAAP diluted earnings per share$1.56 $1.58 
Non-GAAP diluted earnings per share$3.68 $3.70 
Diluted weighted average shares outstanding44.6 44.6 
(3)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$220.5 $221.6 
Other (expense) income(14.0)(14.0)
Non-GAAP income from continuing operations before income taxes206.5 207.6 
Non-GAAP net income164.1 165.1 
Tax provision$42.4 $42.5 
Non-GAAP tax rate21 %20 %
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RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2021 GUIDANCE
(Unaudited)
Fiscal Year 2021 Adjusted Free Cash Flow Guidance
Fiscal Year Ending November 30, 2021
(In millions)LowHigh
Cash flows from operations (GAAP)$168 $172 
Purchases of property and equipment(5)(5)
Add back: restructuring payments
Adjusted free cash flow (non-GAAP)$168 $172 

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RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q4 2021 GUIDANCE
(Unaudited)
Q4 2021 Revenue Guidance
Three Months EndedThree Months Ending
November 30, 2020November 30, 2021
(In millions)Low% ChangeHigh% Change
GAAP revenue$122.4 $129.2 %$133.2 %
Acquisition-related adjustments - revenue(1)
6.7 5.2 (22)%5.2 (22)%
Non-GAAP revenue$129.1 $134.4 %$138.4 %
(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 Ipswitch, Chef, and Kemp.

Q4 2021 Non-GAAP Earnings per Share Guidance
Three Months Ending November 30, 2021
LowHigh
GAAP diluted earnings per share$0.13 $0.15 
Acquisition-related revenue0.12 0.12 
Acquisition-related expense0.02 0.02 
Restructuring expense0.08 0.08 
Stock-based compensation0.15 0.15 
Amortization of acquired intangibles0.30 0.30 
Total adjustments(2)
0.67 0.67 
Amortization of discount on notes0.06 0.06 
Income tax adjustment(0.13)(0.13)
Non-GAAP diluted earnings per share$0.73 $0.75 
(2)Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from Chef and Kemp. The final amounts will not be available until the Company’s internal procedures and reviews are completed.

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Q3 2021 Supplemental Data Progress Financial Results


 
2© 2021 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. 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, 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. ▪ Delay or failure to realize the expected synergies and benefits of the Kemp acquisition could adversely impact our future results of operations and financial condition. ▪ 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 August 31, 2021 and fiscal year ended November 30, 2021, which speak only as of September 23, 2021. 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, 2021 and is available in the Investor Relations section of our Web site.


 
3© 2021 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. What: Progress Q3 2021 Financial Results Conference Call When: Thursday, September 23rd, 2021 Time: 5:00 p.m. ET Live Call: (800) 773-2954 (847) 413-3731 Conf ID: 50220857 Live / Recorded Webcast: http://investors.progress.com Conference Call Details


 
4© 2021 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Strong Financial Results ➢ Three consecutive quarters of strong performance provide confidence to increase our full year FY21 guidance for the third time this year, driven by top-line strength across all products. – Stable, durable top line reflected in ARR growth (up 25% on an as reported basis and 4% on a pro-forma basis, both in constant currency) and improvement in net retention rate to above 100%. ➢ Chef contributing on the top and bottom line with OpenEdge, DataDirect, DevTools, and Ipswitch also showing notable strength. ➢ Continued strong demand across product lines and markets (vs 2020) as customers and partners fund new projects or expand existing deployments, coupled with outstanding execution. Kemp Acquisition ➢ Aligns well with our Total Growth Strategy; creates shareholder value while adding scale. ➢ Meets Our Disciplined Acquisition Criteria; purchased at a reasonable multiple in a hyper- competitive M&A environment. ➢ Adds leading Application Experience (AX) technologies to our DevOps, Application Development, Data Connectivity and DX offerings. Summary Highlights


 
5© 2021 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Kemp – Company Overview Kemp is the leader in Application Experience (“AX”) technologies. Its Loadmaster and Flowmon products ensure high performance and always-on availability by monitoring performance and balancing traffic and workloads across servers. Kemp’s technologies help customers optimize, analyze and secure their applications across private and multi-cloud environments. ~1,100 Active Customers 100,000 Deployments 138 Countries ~ 90 Distributors ~2,000 VARs and SIs • FLOWMON NPMD & NDR • Flowmon Collector • Flowmon Probe • $70M (2022E) • 1,100 active customers, including global brands: Amazon, Disney, NFL, Walmart, Apple, Dell, Raytheon, NASA, USAF, Audi, Hyundai, Ford, Harvard University, UPS, Merck, Rite Aid, Pemex, Nestle… • Founded 2000 • Headquartered in Melville, NY • ~300 employees • LOADMASTER ADC • Hardware LoadMaster Load Balancer • Cloud-native LoadMaster Load Balancer • Virtual LoadMaster Load Balancer • ECS Connection Manager • Multi-tenant Load Balancer Company Highlights Product Break-out


 
6© 2021 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Kemp’s AX Technologies Network Performance Monitoring “NPMD” provides intelligent network traffic capture, comprehensive network performance monitoring, and automated root- cause analysis. Application Delivery Control “ADC” provides simplified deployments, flexible licensing, and unmatched value for load balancing apps across cloud and on- prem environments. Network Detection & Response “NDR” employs AI-driven behavior analysis and anomaly detection to preemptively mitigate the most subtle exploits before they have negative impact. Application Performance Monitoring “APM” Provides insights on app and database performance combined with workflow automation for addressing sub- optimal AX. Kemp’s AX products add scale to our existing strengths in DevOps, Application Development, Data Connectivity and DX and the ability to provide Agile Infrastructure (Cloud Platforms and Chef), and complement WhatsUp Gold, our market-leading easy-to-use network management product acquired with Ipswitch.


 
7© 2021 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Kemp - Transaction Overview Timing • Definitive agreement signed September 23, 2021 • Expected close in Q4 2021 subject to customary closing conditions and regulatory review Purchase Price • $258 million, all-cash transaction ▪ $384 million of existing cash ▪ Approximately $100 million revolving credit facility Financial Overview • Approximately $70 million in revenue – no expectation of revenue synergies • Operating margins over 40% after cost synergies • Accretive to both non-GAAP EPS and cash flow beginning in Q4 2021 FY21 Financial Impact • Based on expected closing date, Kemp will be part of Progress for 1 month in FY’21 • $4M - $5M non-GAAP revenue contribution • $0.01 non-GAAP net income per share Integration • Cost synergies fully realized within 12 months


 
8© 2021 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. 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, and 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


 
9© 2021 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Progress Investment Highlights Durable, predictable financial model High-quality revenue base, high and increasing mix of recurring revenue 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 and shareholder-friendly capital allocation strategy


 
10© 2021 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Q3 2021 Results Q3 2021 Outlook (6/24/2021) GAAP Revenue $147 M $124 M - $127 M Non-GAAP Revenue $153 M $129 M - $132 M GAAP earnings per share (Diluted) $0.70 $0.34 - $0.36 Non-GAAP earnings per share (Diluted) $1.18 $0.81 - $0.83 GAAP Operating Margin 31% Not guided Non-GAAP Operating Margin 47% Not guided Adjusted Free Cash Flow $35 M Not guided Summary Q3 2021 Financial Results


 
11© 2021 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. $379 $432 $456 $550 $0 $150 $300 $450 $600 2018 2019 2020 2021 (F)* Revenue (non GAAP) Driving Total Growth ➢ FY’21(F)* revenue growth of 21% ➢ Revenue CAGR of 13% 2018 – 2021(F)* * Represents the mid-point of our FY’21 guidance range


 
12© 2021 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Quarterly Revenue Performance and Timing * ➢ Meaningful over-performance in Q3 in addition to deal timing benefit ➢ Q3 revenue timing pulls from Q4 into Q3 but doesn’t detract from the full year * The “outlook” in the above charts represent the mid-point of our guidance range $130.5 + $10.0 + $12.1 $152.6 6/24 Outlook Timing Over-performance 9/23 Results Q3 Revenue $140.5 ( $10.0 ) + $4.5 + $1.4 $136.4 6/24 Outlook Timing Kemp Increased outlook 9/23 Outlook Q4 Revenue Outlook


 
13© 2021 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Full Year Revenue Outlook* ➢ The increase in FY’21 outlook is driven by ➢ Over-performance and ➢ One month of Kemp ➢ Full year FY’21 outlook ➢ Initial $517 ➢ Q1 $523 ➢ Q2 $532 ➢ Q3 $550 * Outlook represent the mid-point of our guidance range $532.0 $13.5 $4.5 $550.0 6/24 Outlook Increase in outlook Kemp 9/23 Outlook FY '21 Revenue Outlook*


 
14© 2021 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. $356 97.8% 101.4% 55.0% 65.0% 75.0% 85.0% 95.0% 105.0% $250 $300 $350 $400 $450 $500 Q3'20 Q3'21 ARR Chef Net $ Retention TTM Growth in Annualized Recurring Revenue (amounts reported in constant currency) $444 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. $428 $444 98.5% 101.4% 55.0% 65.0% 75.0% 85.0% 95.0% 105.0% $250 $300 $350 $400 $450 $500 Q3'20 Q3'21 ARR Net $ Retention TTM “As Reported” Chef adds less than $80M of ARR ARR growth = 25 % year-over-year Net Retention Rate has ranged between 98%-101% “Pro Forma” Chef ARR included in both periods presented ARR growth = 4 % year-over-year Net Retention Rate has ranged between 99%-101%


 
15© 2021 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. $134 $162 $183 $221 $0 $50 $100 $150 $200 $250 2018 2019 2020 2021 (F)* Operating Income (non GAAP) Growing Profitability ➢ Consistent growth in operating income CAGR 18% FY’18 – FY’21(F)* ➢ Best-in-class operating margins consistently above 35% * Represents the mid-point of our FY’21 guidance range


 
16© 2021 Progress Software Corporation and/or its subsidiaries or affiliates. All rights reserved. Business Outlook (as of September 23, 2021) Q4 2021 Current Outlook FY 2021 Current Outlook FY 2021 Prior Outlook (As of 6/24/2021) Non-GAAP Revenue $134 M – $138 M $548 M – $552 M $529 M – $535 M Non-GAAP EPS $0.73 – $0.75 $3.68 – $3.70 $3.46 – $3.50 Non-GAAP Operating Margin Not guided 40% 39% Non-GAAP Adjusted Free Cash Flow Not guided $168 M – $172 M $158 M – $162 M Non-GAAP Effective Tax Rate Not guided 20 - 21% 20 - 21%


 
Supplemental Financial Information * * The following supplemental financial information is presented on a GAAP basis. 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.


 
18© 2021 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 Revenue by Type License 30,629 19,663 27,514 37,443 33,317 30,107 51,930 Maintenance 70,056 71,686 72,764 74,381 76,977 80,069 82,875 Services 8,998 9,034 9,421 10,561 10,986 12,312 12,612 Total Revenue 109,683$ 100,383$ 109,699$ 122,385$ 121,280$ 122,488$ 147,417$ Revenue by Region North America 65,413 56,564 62,927 76,094 71,505 71,094 93,880 EMEA 34,988 34,157 37,447 37,162 40,240 41,321 40,999 Latin America 4,000 3,346 3,547 3,681 3,493 3,753 5,298 Asia Pacific 5,282 6,316 5,778 5,448 6,042 6,320 7,240 Total Revenue 109,683$ 100,383$ 109,699$ 122,385$ 121,280$ 122,488$ 147,417$ QTD GAAP Basis


 
19© 2021 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) Q3 2021 Adjustment Revenue Revenue by Type License 51,930 226 52,156 Maintenance 82,875 4,925 87,800 Services 12,612 29 12,641 Total Revenue 147,417$ 5,180$ 152,597$ Revenue by Region North America 93,880 3,744 97,624 EMEA 40,999 1,155 42,154 Latin America 5,298 21 5,319 Asia Pacific 7,240 260 7,500 Total Revenue 147,417$ 5,180$ 152,597$


 
20© 2021 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) Q3 2021 Adjustment Q3 2021 Revenue by Type License 115,354 2,984 118,338 Maintenance 239,921 19,243 259,164 Services 35,910 167 36,077 Total Revenue 391,185$ 22,394$ 413,579$ Revenue by Region North America 236,479 15,186 251,665 EMEA 122,560 6,027 128,587 Latin America 12,544 103 12,647 Asia Pacific 19,602 1,078 20,680 Total Revenue 391,185$ 22,394$ 413,579$


 


 


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