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8-K - 8-K - PROGRESS SOFTWARE CORP /MAform8-kxq42013.htm
 
Exhibit 99.1


P R E S S A N N O U N C E M E N T
Investor Contact:
 
Press Contact:
Brian Flanagan
 
Rick Lacroix
Progress Software
 
Progress Software
+1 781 280 4817
 
+1 781 280 4604
flanagan@progress.com
 
rlacroix@progress.com

Progress Software Reports 2013 Fiscal Fourth Quarter and Year End Results


BEDFORD, MA, January 9, 2014 (BUSINESSWIRE) — Progress Software Corporation (NASDAQ: PRGS), a global software company that simplifies and enables the development, deployment and management of business applications, today announced results for its fiscal fourth quarter and fiscal year ended November 30, 2013.

Revenue from continuing operations was $91.0 million compared to $86.6 million in the same quarter last year, a year over year increase of 5% on an actual and constant currency basis.

Additional financial highlights included:

On a GAAP basis in the fiscal fourth quarter of 2013:

Income from operations was $23.9 million compared to $18.7 million in the same quarter last year;
Income from continuing operations was $14.6 million compared to $12.5 million in the same quarter last year;
Net income was $15.0 million compared to $36.0 million in the same quarter last year; and
Diluted earnings per share from continuing operations was $0.28 compared to $0.20 in the same quarter last year.

On a non-GAAP basis in the fiscal fourth quarter of 2013:

Income from operations was $33.5 million compared to $24.2 million in the same quarter last year;
Operating margin was 37% compared to 28% in the same quarter last year;
Income from continuing operations was $22.5 million compared to $16.0 million in the same quarter last year; and
Diluted earnings per share from continuing operations was $0.43 compared to $0.25 in the same quarter last year.

Phil Pead, President and Chief Executive Officer of Progress Software, said, “2013 was a year of significant accomplishments and exceeded expectations for Progress, both in terms of our commitments to improving the company’s efficiency and building a foundation for future growth.  We completed our divestitures ahead of schedule, reorganized our company, and successfully introduced innovative new technologies in our core businesses.  As we enter 2014, Progress is well positioned to meet the needs of the on-premise market as well as to take advantage of the rapid growth of cloud application development with our Pacific platform.”

Pead added, “In addition, our introduction of a new brand identity in 2013 symbolizes the energy and excitement as Progress enters this new era.  It reflects our vision to fuel the innovation and growth of customers and partners worldwide with technology that makes it easy to take the spark of an idea and turn it into business reality.”   

Other fiscal fourth quarter 2013 metrics and recent results included:

Completion in October 2013 of the previously announced and implemented 10b5-1 plan to repurchase $100.0 million of common stock by December 31, 2013;
Cash, cash equivalents and short-term investments were $231.4 million;
Cash inflows from operations were $17.9 million compared to cash inflows from operations of $28.4 million in the same quarter in fiscal year 2012; and
DSO from continuing operations was 66 days, compared to 62 days in the fiscal third quarter of 2013.

1



Business Outlook

Progress Software provides the following guidance for the fiscal year ending November 30, 2014:

On a constant currency basis, revenue is expected to be between $340 million and $350 million;
Non-GAAP earnings per share is expected to be between $1.40 and $1.50;
Non-GAAP operating margin is expected to be between 33% and 34%;
Free cash flow is expected to be between $80 million and $85 million; and
Non-GAAP effective tax rate is expected to be between 32% and 33%.

Progress Software provides the following guidance for the first fiscal quarter ending February 28, 2014:

On a constant currency basis, revenue is expected to be between $80 million and $82 million; and
Non-GAAP earnings per share is expected to be between $0.29 and $0.31.

Free cash flow is equal to cash flows from operating activities less purchases of property and equipment and capitalized software development costs.

Share Repurchase Program

Progress Software also announced today that its Board of Directors has authorized a new $100 million share repurchase program. The timing and amount of any shares repurchased will be determined by management based on its evaluation of market conditions and other factors, and the Board of Directors may choose to suspend, expand or discontinue the repurchase program at any time.

Conference Call

The Progress Software quarterly investor conference call to review its fiscal fourth quarter of 2013 will be broadcast live at 5:00 p.m. ET on Thursday, January 9, 2014 and can be accessed on the investor relations section of the company’s website, located at www.progress.com. Additionally, you can listen to the call by telephone by dialing 1-888-378-0320, pass code 9129796. The conference call will include brief comments followed by questions and answers. An archived version of the conference call and supporting materials will be available on the Progress Software website within the investor relations section after the live conference call.

Legal Notice Regarding Non-GAAP Financial Information

Progress Software 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 Software 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. Management uses these non-GAAP results to compare the company's performance to that of prior periods for analysis of trends and for budget and planning purposes. A reconciliation of non-GAAP adjustments to the company's GAAP financial results is included in the tables below. Additional information regarding the company's non-GAAP financial information is contained in the company's Current Report on Form 8-K filed with the Securities and Exchange Commission in connection with this press release, which is available on the Progress website at www.progress.com 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's strategic plan; future revenue growth, operating margin and cost savings; product development, strategic partnering and marketing initiatives;

2


the growth rates of certain markets; and other statements regarding the future operation, direction 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:

(1) Market acceptance of Progress’s strategy and product development initiatives; (2) pricing pressures and the competitive environment in the software industry and Platform-as-a-Service market; (3) Progress's ability to successfully manage transitions to new business models and markets, including an increased emphasis on a cloud and subscription strategy; (4) Progress's ability to make technology acquisitions and to realize the expected benefits and anticipated synergies from such acquisitions; (5) the continuing uncertainty in the U.S. and international economies, which could result in fewer sales of Progress's products and may otherwise harm Progress's business; (6) business and consumer use of the Internet and the continuing adoption of Cloud technologies; (7) the receipt and shipment of new orders; (8) Progress's ability to expand its relationships with channel partners and to manage the interaction of channel partners with its direct sales force; (9) the timely release of enhancements to Progress's products and customer acceptance of new products; (10) the positioning of Progress's products in its existing and new markets; (11) variations in the demand for professional services and technical support; (12) Progress's ability to penetrate international markets and manage its international operations; and (13) changes in exchange rates. For further information regarding risks and uncertainties associated with Progress's business, please refer to Progress's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended November 30, 2012 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended February 28, 2013, May 31, 2013 and August 31, 2013. Progress undertakes no obligation to update any forward-looking statements, which speak only as of the date of this press release.

Progress Software Corporation

Progress Software Corporation (NASDAQ: PRGS) is a global software company that simplifies the development, deployment and management of business applications on-premise or in the cloud, on any platform or device, to any data source, with enhanced performance, minimal IT complexity and low total cost of ownership. Progress Software can be reached at www.progress.com or 1-781-280-4000.

Progress is a trademark or registered trademarks of Progress Software Corporation or one of its subsidiaries or affiliates in the U.S. and other countries. Any other trademarks contained herein are the property of their respective owners.







3


CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 
Three Months Ended
 
Fiscal Year Ended
(In thousands, except per share data)
November 30, 2013
 
November 30, 2012
 
% Change
 
November 30, 2013
 
November 30, 2012
 
% Change
Revenue:
 
 
 
 
 
 
 
 
 
 
 
Software licenses
$
37,392

 
$
33,810

 
11
 %
 
$
122,312

 
$
106,626

 
15
 %
Maintenance and services
53,588

 
52,832

 
1
 %
 
211,684

 
210,986

 
 %
Total revenue
90,980

 
86,642

 
5
 %
 
333,996

 
317,612

 
5
 %
Costs of revenue:
 
 
 
 
 
 
 
 
 
 
 
Cost of software licenses
1,856

 
1,659

 
12
 %
 
6,889

 
5,776

 
19
 %
Cost of maintenance and services
5,710

 
7,865

 
(27
)%
 
26,753

 
29,878

 
(10
)%
Amortization of acquired intangibles
529

 
138

 
283
 %
 
1,340

 
660

 
103
 %
Total costs of revenue
8,095

 
9,662

 
(16
)%
 
34,982

 
36,314

 
(4
)%
Gross profit
82,885

 
76,980

 
8
 %
 
299,014

 
281,298

 
6
 %
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Sales and marketing
26,911

 
31,753

 
(15
)%
 
105,997

 
98,838

 
7
 %
Product development
14,428

 
11,113

 
30
 %
 
57,336

 
44,443

 
29
 %
General and administrative
13,604

 
14,200

 
(4
)%
 
55,994

 
61,989

 
(10
)%
Amortization of acquired intangibles
211

 
198

 
7
 %
 
760

 
820

 
(7
)%
Restructuring expenses
2,856

 
1,057

 
170
 %
 
11,983

 
7,204

 
66
 %
Acquisition-related expenses
975

 

 
100
 %
 
3,204

 
215

 
1,390
 %
Total operating expenses
58,985

 
58,321

 
1
 %
 
235,274

 
213,509

 
10
 %
Income from operations
23,900

 
18,659

 
28
 %
 
63,740

 
67,789

 
(6
)%
Other (expense) income, net
(294
)
 
(680
)
 
57
 %
 
(957
)
 
196

 
(588
)%
Income from continuing operations before income taxes
23,606

 
17,979

 
31
 %
 
62,783

 
67,985

 
(8
)%
Provision for income taxes
8,988

 
5,485

 
64
 %
 
23,006

 
23,031

 
 %
Income from continuing operations
14,618

 
12,494

 
17
 %
 
39,777

 
44,954

 
(12
)%
Income (loss) from discontinued operations, net
418

 
23,531

 
(98
)%
 
35,130

 
2,490

 
1,311
 %
Net income
$
15,036

 
$
36,025

 
(58
)%
 
$
74,907

 
$
47,444

 
58
 %
 
 
 
 
 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
 
 
 
 
Continuing operations
$
0.28

 
$
0.20

 
40
 %
 
$
0.73

 
$
0.71

 
3
 %
Discontinued operations
0.01

 
0.37

 
(97
)%
 
0.64

 
0.04

 
1,500
 %
Net income per share
$
0.29

 
$
0.57

 
(49
)%
 
1.37

 
$
0.75

 
83
 %
Diluted:
 
 
 
 


 
 
 
 
 


Continuing operations
$
0.28

 
$
0.20

 
40
 %
 
$
0.72

 
$
0.71

 
1
 %
Discontinued operations
0.01

 
0.37

 
(97
)%
 
0.63

 
0.04

 
1,475
 %
Net income per share
$
0.29

 
$
0.57

 
(49
)%
 
$
1.35

 
$
0.74

 
82
 %
Weighted average shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
Basic
51,731

 
62,859

 
(18
)%
 
54,516

 
62,881

 
(13
)%
Diluted
52,655

 
63,576

 
(17
)%
 
55,379

 
63,741

 
(13
)%

4



CONDENSED CONSOLIDATED BALANCE SHEETS
 
(In thousands)
November 30,
2013
 
November 30, 2012
Assets
 
 
 
Current assets:
 
 
 
Cash, cash equivalents and short-term investments
$
231,440

 
$
355,217

Accounts receivable, net
66,784

 
70,793

Other current assets
39,587

 
32,779

Assets held for sale

 
68,029

Total current assets
337,811

 
526,818

Property and equipment, net
57,030

 
63,071

Goodwill and intangible assets, net
234,236

 
231,229

Other assets
53,110

 
63,859

Total assets
$
682,187

 
$
884,977

Liabilities and shareholders’ equity
 
 
 
Current liabilities:
 
 
 
Accounts payable and other current liabilities
$
68,186

 
$
110,944

Short-term deferred revenue
96,393

 
103,925

Liabilities held for sale

 
25,285

Total current liabilities
164,579

 
240,154

Long-term deferred revenue
1,144

 
2,817

Other long-term liabilities
2,810

 
3,607

Shareholders’ equity:
 
 
 
Common stock and additional paid-in capital
205,307

 
300,333

Retained earnings
308,347

 
338,066

Total shareholders’ equity
513,654

 
638,399

Total liabilities and shareholders’ equity
$
682,187

 
$
884,977




5


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  
 
Three Months Ended
 
Fiscal Year Ended
(In thousands)
November 30,
2013
 
November 30,
2012
 
November 30,
2013
 
November 30,
2012
Cash flows from operating activities:
 
 
 
 
 
 
 
Net income
$
15,036

 
$
36,025

 
$
74,907

 
$
47,444

Depreciation and amortization
3,061

 
5,596

 
14,435

 
30,965

Stock-based compensation
5,039

 
6,729

 
21,399

 
28,233

Net gains on sales of dispositions
(610
)
 
(36,504
)
 
(71,601
)
 
(36,504
)
Other non-cash adjustments
8,985

 
(895
)
 
9,432

 
867

Changes in operating assets and liabilities
(13,652
)
 
17,450

 
(43,992
)
 
33,110

Net cash flows from operating activities
17,859

 
28,401

 
4,580

 
104,115

Capital expenditures
(2,073
)
 
(1,129
)
 
(5,062
)
 
(7,735
)
Redemptions and sales of auction-rate-securities

 
6,030

 
25

 
8,955

Issuances of common stock, net of repurchases
(30,032
)
 
(76,392
)
 
(222,107
)
 
(52,108
)
Payments for acquisitions, net of cash acquired

 

 
(9,450
)
 

Proceeds from divestitures, net

 
46,590

 
111,120

 
46,590

Other
3,704

 
(490
)
 
(2,883
)
 
(6,016
)
Net change in cash, cash equivalents and short-term investments
(10,542
)
 
3,010

 
(123,777
)
 
93,801

Cash, cash equivalents and short-term investments, beginning of period
241,982

 
352,207

 
355,217

 
261,416

Cash, cash equivalents and short-term investments, end of period
$
231,440

 
$
355,217

 
$
231,440

 
$
355,217



SUPPLEMENTAL INFORMATION

Revenue from continuing operations by Type
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q4 2012
 
Q1 2013
 
Q2 2013
 
Q3 2013
 
Q4 2013
 
FY 2013
 
FY 2012
License
$
33,810

 
$
29,907

 
$
29,347

 
$
25,666

 
$
37,392

 
$
122,312

 
$
106,626

Maintenance
50,891

 
51,456

 
50,419

 
49,752

 
51,230

 
202,857

 
202,691

Professional services
1,941

 
2,370

 
1,939

 
2,160

 
2,358

 
8,827

 
8,295

Total revenue
$
86,642

 
$
83,733

 
$
81,705

 
$
77,578

 
$
90,980

 
$
333,996

 
$
317,612

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue from continuing operations by Region
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q4 2012
 
Q1 2013
 
Q2 2013
 
Q3 2013
 
Q4 2013
 
FY 2013
 
FY 2012
North America
$
39,179

 
$
39,309

 
$
37,540

 
$
34,596

 
$
42,833

 
$
154,278

 
$
142,659

EMEA
33,214

 
32,548

 
33,481

 
32,315

 
35,256

 
133,600

 
125,566

Latin America
7,384

 
6,822

 
6,526

 
5,496

 
6,526

 
25,370

 
28,335

Asia Pacific
6,865

 
5,054

 
4,158

 
5,171

 
6,365

 
20,748

 
21,052

Total revenue
$
86,642

 
$
83,733

 
$
81,705

 
$
77,578

 
$
90,980

 
$
333,996

 
$
317,612







6


RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES

 
Three Months Ended
 
Fiscal Year Ended
(In thousands, except per share data)
November 30,
2013
 
November 30,
2012
 
November 30,
2013
 
November 30,
2012
GAAP income from operations
$
23,900

 
$
18,659

 
$
63,740

 
$
67,789

GAAP operating margin
26
%
 
22
%
 
19
%
 
21
%
Amortization of acquired intangibles
740

 
336

 
2,100

 
1,480

Stock-based compensation (1)
5,039

 
4,103

 
19,109

 
18,161

Restructuring expenses
2,856

 
1,057

 
11,983

 
7,204

Acquisition-related expenses
975

 

 
3,204

 
215

Litigation settlement

 

 

 
900

Proxy contest-related costs

 

 

 
3,259

Total operating adjustments
9,610

 
5,496

 
36,396

 
31,219

Non-GAAP income from operations
$
33,510

 
$
24,155

 
$
100,136

 
$
99,008

Non-GAAP operating margin
37
%
 
28
%
 
30
%
 
31
%
 
 
 
 
 
 
 
 
GAAP income from continuing operations
$
14,618

 
$
12,494

 
$
39,777

 
$
44,954

Operating adjustments (from above)
9,610

 
5,496

 
36,396

 
31,219

Income tax adjustment
(1,759
)
 
(2,027
)
 
(10,159
)
 
(8,713
)
Total income from continuing operations adjustments
7,851

 
3,469

 
26,237

 
22,506

Non-GAAP income from continuing operations
$
22,469

 
$
15,963

 
$
66,014

 
$
67,460

 
 
 
 
 
 
 
 
GAAP diluted earnings per share from continuing operations
$
0.28

 
$
0.20

 
$
0.72

 
$
0.71

Income from continuing operations adjustments (from above)
0.15

 
0.05

 
0.47

 
0.35

Non-GAAP diluted earnings per share from continuing operations
$
0.43

 
$
0.25

 
$
1.19

 
$
1.06

 
 
 
 
 
 
 
 
Diluted weighted average shares outstanding
52,655

 
63,576

 
55,379

 
63,741

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Stock-based compensation is included in the GAAP statements of income, as follows:
 
 
 
 
 
 
 
 
Cost of revenue
$
101

 
$
145

 
$
601

 
$
734

Sales and marketing
931

 
426

 
3,599

 
3,274

Product development
1,036

 
795

 
4,723

 
3,170

General and administrative
2,971

 
2,737

 
10,186

 
10,983

Stock-based compensation from continuing operations
$
5,039

 
$
4,103

 
$
19,109

 
$
18,161



 
Three Months Ended
 
Fiscal Year Ended
(In thousands, except per share data)
November 30, 2013
 
November 30, 2012
 
November 30, 2013
 
November 30, 2012
GAAP costs of revenue
$
8,095

 
$
9,662

 
$
34,982

 
$
36,314

GAAP operating expenses
58,985

 
58,321

 
235,274

 
213,509

GAAP expenses
67,080

 
67,983

 
270,256

 
249,823

Operating adjustments (from above) 
9,610

 
5,496

 
36,396

 
31,219

Non-GAAP expenses
$
57,470

 
$
62,487

 
$
233,860

 
$
218,604

 
 
 
 
 
 
 
 

7


RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2014 GUIDANCE
(Unaudited)

Fiscal Year 2014 Revenue Growth Guidance
 
Fiscal Year Ended
 
Fiscal Year Ending
 
November 30, 2013
 
November 30, 2014
(In millions)
 
 
Low
 
% Change
 
High
 
% Change
Total revenue (1)
$334.0
 
$340.0
 
2%
 
$350.0
 
5%
 
 
 
 
 
 
 
 
 
 
(1) Total revenue growth is shown on a constant currency basis, by applying the percentage change to the total revenue.


Fiscal Year 2014 Non-GAAP Operating Margin Guidance
 
Fiscal Year Ending November 30, 2014
(In millions)
Low
 
High
GAAP income from operations
$
82.0

 
$
88.0

GAAP operating margins
24
%
 
25
%
Stock-based compensation
24.9

 
24.9

Acquisition related expense
2.5

 
2.5

Amortization of intangibles
2.6

 
2.6

Total operating adjustments
30.0

 
30.0

Non-GAAP income from operations
$
112.0

 
$
118.0

Non-GAAP operating margin
33
%
 
34
%


Fiscal Year 2014 Non-GAAP Earnings per Share and Effective Tax Rate Guidance
 
Fiscal Year Ending November 30, 2014
(In millions, except per share data)
Low
 
High
GAAP net income
$
53.0

 
$
57.5

Operating adjustments (from above)
30.0

 
30.0

Income tax adjustment (2)
(7.4
)
 
(7.4
)
Non-GAAP net income
$
75.6

 
$
80.1

 


 


GAAP diluted earnings per share
$
0.98

 
$
1.07

Non-GAAP diluted earnings per share
$
1.40

 
$
1.50

 
 
 
 
Diluted weighted average shares outstanding
54.0

 
53.5

 
 
 
 
(2) Tax adjustment is based on a non-GAAP effective tax rate of 33% for Low and 32% for High, calculated as follows:
 
 
 
 
Non-GAAP income from operations
$
112.0

 
$
118.0

Non-GAAP net income
75.6

 
80.1

Other income (expense)
(0.2
)
 
(0.2
)
Tax provision
36.6

 
38.1

Non-GAAP tax rate
33
%
 
32
%





8


RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q1 2014 GUIDANCE
(Unaudited)

Q1 2014 Revenue Growth Guidance
 
Three Months Ended
 
Three Months Ending
 
February 28, 2013
 
February 28, 2014
(In millions)
 
 
Low
 
% Change
 
High
 
% Change
Total revenue (1)
$83.7
 
$79.5
 
(5)%
 
$81.5
 
(3)%
 
 
 
 
 
 
 
 
 
 
(1) Total revenue growth is shown on a constant currency basis, by applying the percentage change to the total revenue.


Q1 2014 Non-GAAP Earnings per Share Guidance
 
Three Months Ending February 28, 2014
 
Low
 
High
GAAP diluted earnings per share
$
0.19

 
$
0.21

Stock-based compensation
0.11

 
0.11

Acquisition related expense
0.02

 
0.02

Amortization of intangibles
0.01

 
0.01

Total operating adjustments
0.14

 
0.14

Income tax adjustment
$
(0.04
)
 
$
(0.04
)
Non-GAAP diluted earnings per share
$
0.29

 
$
0.31



9