EX-99.1 2 exhibit991-q42020earningsr.htm EX-99.1

|  | Exhibit 99.1

P R E S S A N N O U N C E M E N T
Progress Reports 2020 Fiscal Fourth Quarter and Year End Results
Solid Execution Drove Growth and Operating Leverage
Acquisition of Chef Bolsters Position in DevOps Market and Drives Fiscal 2021 Revenue Growth
BEDFORD, Mass, January 14, 2021 (GlobeNewswire) — Progress (NASDAQ: PRGS), the leading provider of products to develop, deploy and manage high-impact business applications, today announced results for its fiscal fourth quarter and fiscal year ended November 30, 2020.
Fourth Quarter 2020 Highlights:
•Revenue of $122.4 million increased 5% year-over-year on an actual currency basis, and 4% on a constant currency basis.
•Non-GAAP revenue of $129.1 million increased 5% on an actual currency basis, and 4% constant currency basis.
•Operating margin was 15% and Non-GAAP operating margin was 37%.
•Diluted earnings per share was $0.39 compared to diluted loss per share of $0.11 in the same quarter last year.
•Non-GAAP diluted earnings per share was $0.91 compared to $0.79 in the same quarter last year, an increase of 15%.
•On October 5, 2020, the company completed the acquisition of Chef Software, a global leader in the growing DevOps and DevSecOps markets.
“I am thrilled with our results both for the fourth quarter and the full year 2020 and believe they reflect the durability of our business and our success in executing our total growth strategy” said Yogesh Gupta, CEO at Progress. “Chef extends our long-standing leadership position in the developer ecosystem, we are very pleased with the customer response and the rapid pace of the integration. The investments we’ve made to bolster our M&A capabilities, combined with the large, fragmented and growing DevOps market opportunity, position us well to execute on our total growth strategy for years to come, enabling us to deliver sustained shareholder value.”
Additional financial highlights included:

| Three Months Ended
| GAAP |  | Non-GAAP
(In thousands, except percentages and per share amounts) | November 30, 2020 |  | November 30, 2019 |  | Change |  | November 30, 2020 |  | November 30, 2019 |  | Change
Revenue | $ | 122,385 |  |  | $ | 117,038 |  |  | 5 | % |  | $ | 129,063 |  |  | $ | 123,416 |  |  | 5 | %
Income (loss) from operations | $ | 18,514 |  |  | $ | (6,026) |  |  | * |  | $ | 48,081 |  |  | $ | 47,285 |  |  | 2 | %
Operating margin | 15 | % |  | (5) | % |  | * |  | 37 | % |  | 38 | % |  | (100) bps
Net income (loss) | $ | 17,661 |  |  | $ | (4,740) |  |  | * |  | $ | 41,118 |  |  | $ | 35,720 |  |  | 15 | %
Diluted earnings (loss) per share | $ | 0.39 |  |  | $ | (0.11) |  |  | * |  | $ | 0.91 |  |  | $ | 0.79 |  |  | 15 | %
Cash from operations (GAAP) /Adjusted free cash flow (Non-GAAP) | $ | 42,762 |  |  | $ | 36,601 |  |  | 17 | % |  | $ | 40,656 |  |  | $ | 36,705 |  |  | 11 | %

*Not meaningful
Other fiscal fourth quarter 2020 metrics and recent results included:
•Cash, cash equivalents and short-term investments were $106.0 million at the end of the quarter.
•DSO was 54 days, compared to 56 days in the fiscal fourth quarter of 2019 and 49 days in the fiscal third quarter of 2020.
1

•Pursuant to the $250 million share authorization by the Board of Directors, Progress repurchased 1.0 million shares for $40 million during the fiscal fourth quarter of 2020. As of November 30, 2020, there was $190 million remaining under this authorization.
•On January 12, 2020, Progress' Board of Directors declared a quarterly dividend of $0.175 per share of common stock that will be paid on March 15, 2021 to shareholders of record as of the close of business on March 1, 2021.
“We’re excited to deliver results that reflect a strong and durable top line, expanded operating margin and meaningful growth in earnings per share,” said Anthony Folger, CFO at Progress. “As we begin to realize synergies from the acquisition of Chef, we are very well positioned to deliver strong fiscal 2021 results.”
Full Year Results

| Fiscal Year Ended
| GAAP |  | Non-GAAP
(In thousands, except percentages and per share amounts) | November 30, 2020 |  | November 30, 2019 |  | Change |  | November 30, 2020 |  | November 30, 2019 |  | Change
Revenue | $ | 442,150 |  |  | $ | 413,298 |  |  | 7 | % |  | $ | 456,212 |  |  | $ | 431,961 |  |  | 6 | %
Income from operations | $ | 107,728 |  |  | $ | 40,084 |  |  | 169 | % |  | $ | 182,761 |  |  | $ | 162,258 |  |  | 13 | %
Operating margin | 24 | % |  | 10 | % |  | 1400 bps |  | 40 | % |  | 38 | % |  | 200 bps
Net income | $ | 79,722 |  |  | $ | 26,400 |  |  | 202 | % |  | $ | 140,082 |  |  | $ | 121,745 |  |  | 15 | %
Diluted earnings per share | $ | 1.76 |  |  | $ | 0.58 |  |  | 203 | % |  | $ | 3.09 |  |  | $ | 2.69 |  |  | 15 | %
Cash from operations (GAAP) /Adjusted free cash flow (Non-GAAP) | $ | 144,847 |  |  | $ | 128,484 |  |  | 13 | % |  | $ | 142,453 |  |  | $ | 128,893 |  |  | 11 | %

2021 Business Outlook
Progress provides the following guidance for the fiscal year ending November 30, 2021 and for the fiscal first quarter ending February 28, 2021, together with actual results for the same periods in the fiscal year ending November 30, 2020:

| FY 2021 Guidance |  | FY 2020 Actual
(In millions, except percentages and per share amounts) | FY 2021 GAAP |  | FY 2021 Non-GAAP |  | FY 2020 GAAP |  | FY 2020 Non-GAAP
Revenue | $487 - $495 |  | $513 - $521 |  | $ | 442 |  |  | $ | 456 |
Diluted earnings per share | $1.40 - $1.46 |  | $3.22 - $3.28 |  | $ | 1.76 |  |  | $ | 3.09 |
Operating margin | 19% |  | 37% |  | 24% |  | 40%
Cash from operations (GAAP) / Adjusted free cash flow (Non-GAAP) | $151 - $156 |  | $150 - $155 |  | $ | 145 |  |  | $ | 142 |
Effective tax rate | 21 | % |  | 20 | % |  | 18% |  | 18%

| Q1 2021 Guidance |  | Q1 2020 Actual
(In millions, except per share amounts) | Q1 2021 GAAP |  | Q1 2021 Non-GAAP |  | Q1 2020 GAAP |  | Q1 2020 Non-GAAP
Revenue | $109 - $113 |  | $119 - $123 |  | $ | 110 |  |  | $ | 114 |
Diluted earnings per share | $0.21 - $0.25 |  | $0.72 - $0.76 |  | $ | 0.46 |  |  | $ | 0.76 |

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 $6.4 million on GAAP and non-GAAP revenue, and approximately $0.02 on GAAP and non-GAAP diluted earnings per share. The expected positive currency translation impact on Progress' fiscal Q1 2021 business outlook compared to 2020 exchange rates on GAAP and non-GAAP revenue is approximately $1.4 million. The expected currency translation impact on GAAP and non-GAAP earnings per share for fiscal Q1 2021 is not material. To the extent that there are changes in exchange rates versus the current environment, this may have an impact on Progress' business outlook.
2

Conference Call
Progress will hold a conference call to review its financial results for the fiscal fourth quarter of 2020 at 5:00 p.m. ET on Thursday, January 14, 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 1-888-458-4121, pass code 6657134. 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 Chef 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, 2019 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended February 29, 2020, May 31, 2020 and August 31, 2020. Progress undertakes no obligation to update any forward-looking statements, which speak only as of the date of this press release.
3

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:
Garo Toomajanian |  | Erica McShane
Progress Software |  | Progress Software
+1 781 280 4817 |  | +1 781 280 4000
Investor-Relations@progress.com |  | PR@progress.com

4

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

| Three Months Ended |  | Fiscal Year Ended
(In thousands, except per share data) | November 30, 2020 |  | November 30, 2019 |  | % Change |  | November 30, 2020 |  | November 30, 2019 |  | % Change
Revenue: |  |  |  |  |  |  |  |  |  |  |
Software licenses | $ | 37,443 |  |  | $ | 39,336 |  |  | (5) | % |  | $ | 115,249 |  |  | $ | 122,552 |  |  | (6) | %
Maintenance and services | 84,942 |  |  | 77,702 |  |  | 9 | % |  | 326,901 |  |  | 290,746 |  |  | 12 | %
Total revenue | 122,385 |  |  | 117,038 |  |  | 5 | % |  | 442,150 |  |  | 413,298 |  |  | 7 | %
Costs of revenue: |  |  |  |  |  |  |  |  |  |  |
Cost of software licenses | 1,171 |  |  | 1,598 |  |  | (27) | % |  | 4,473 |  |  | 4,894 |  |  | (9) | %
Cost of maintenance and services | 14,137 |  |  | 12,281 |  |  | 15 | % |  | 49,744 |  |  | 44,463 |  |  | 12 | %
Amortization of acquired intangibles | 2,923 |  |  | 6,887 |  |  | (58) | % |  | 7,897 |  |  | 25,884 |  |  | (69) | %
Total costs of revenue | 18,231 |  |  | 20,766 |  |  | (12) | % |  | 62,114 |  |  | 75,241 |  |  | (17) | %
Gross profit | 104,154 |  |  | 96,272 |  |  | 8 | % |  | 380,036 |  |  | 338,057 |  |  | 12 | %
Operating expenses: |  |  |  |  |  |  |  |  |  |  |
Sales and marketing | 32,013 |  |  | 29,369 |  |  | 9 | % |  | 100,113 |  |  | 101,701 |  |  | (2) | %
Product development | 24,482 |  |  | 23,868 |  |  | 3 | % |  | 88,599 |  |  | 88,572 |  |  | — | %
General and administrative | 15,302 |  |  | 14,915 |  |  | 3 | % |  | 54,004 |  |  | 53,360 |  |  | 1 | %
Amortization of acquired intangibles | 7,565 |  |  | 7,414 |  |  | 2 | % |  | 20,049 |  |  | 22,255 |  |  | (10) | %
Impairment of intangible & long-lived assets(1) | — |  |  | 24,096 |  |  | (100) | % |  | — |  |  | 24,096 |  |  | (100) | %
Restructuring expenses | 4,080 |  |  | 2,338 |  |  | 75 | % |  | 5,906 |  |  | 6,331 |  |  | (7) | %
Acquisition-related expenses | 2,198 |  |  | 298 |  |  | 638 | % |  | 3,637 |  |  | 1,658 |  |  | 119 | %
Total operating expenses | 85,640 |  |  | 102,298 |  |  | (16) | % |  | 272,308 |  |  | 297,973 |  |  | (9) | %
Income (loss) from operations | 18,514 |  |  | (6,026) |  |  | * |  | 107,728 |  |  | 40,084 |  |  | 169 | %
Other expense, net | (1,887) |  |  | (3,551) |  |  | 47 | % |  | (11,093) |  |  | (11,589) |  |  | 4 | %
Income (loss) before income taxes | 16,627 |  |  | (9,577) |  |  | * |  | 96,635 |  |  | 28,495 |  |  | 239 | %
(Benefit) provision for income taxes | (1,034) |  |  | (4,837) |  |  | (79) | % |  | 16,913 |  |  | 2,095 |  |  | (707) | %
Net income (loss) | $ | 17,661 |  |  | $ | (4,740) |  |  | * |  | $ | 79,722 |  |  | $ | 26,400 |  |  | 202 | %
Earnings (loss) per share: |  |  |  |  |  |  |  |  |  |  |
Basic | $ | 0.39 |  |  | $ | (0.11) |  |  | * |  | $ | 1.78 |  |  | $ | 0.59 |  |  | 202 | %
Diluted | $ | 0.39 |  |  | $ | (0.11) |  |  | * |  | $ | 1.76 |  |  | $ | 0.58 |  |  | 203 | %
Weighted average shares outstanding: |  |  |  |  |  |  |  |  |  |  |
Basic | 44,723 |  |  | 44,882 |  |  | — | % |  | 44,886 |  |  | 44,791 |  |  | — | %
Diluted | 45,140 |  |  | 44,882 |  |  | 1 | % |  | 45,321 |  |  | 45,340 |  |  | — | %
Cash dividends declared per common share | $ | 0.175 |  |  | $ | 0.165 |  |  | 6 | % |  | $ | 0.670 |  |  | $ | 0.630 |  |  | 6 | %
(1)Primarily represents a reduction in the carrying values of the intangible assets associated with Kinvey and DataRPM.

Stock-based compensation is included in the condensed consolidated statements of operations, as follows: |  |  |  |  |  |
Cost of revenue | $ | 357 |  |  | $ | 323 |  |  | 11 | % |  | $ | 1,336 |  |  | $ | 1,134 |  |  | 18 | %
Sales and marketing | 1,267 |  |  | 950 |  |  | 33 | % |  | 4,462 |  |  | 4,155 |  |  | 7 | %
Product development | 1,768 |  |  | 1,812 |  |  | (2) | % |  | 7,286 |  |  | 7,205 |  |  | 1 | %
General and administrative | 2,731 |  |  | 2,815 |  |  | (3) | % |  | 10,398 |  |  | 10,817 |  |  | (4) | %
Total | $ | 6,123 |  |  | $ | 5,900 |  |  | 4 | % |  | $ | 23,482 |  |  | $ | 23,311 |  |  | 1 | %

*Not meaningful
5

CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

(In thousands) | November 30, 2020 |  | November 30, 2019
Assets |  |  |
Current assets: |  |  |
Cash, cash equivalents and short-term investments | $ | 105,995 |  |  | $ | 173,685 |
Accounts receivable, net | 84,040 |  |  | 72,820 |
Unbilled receivables and contract assets | 24,917 |  |  | 10,880 |
Other current assets | 23,983 |  |  | 27,280 |
Total current assets | 238,935 |  |  | 284,665 |
Property and equipment, net | 29,817 |  |  | 29,765 |
Goodwill and intangible assets, net | 704,473 |  |  | 532,216 |
Right-of-use lease assets | 30,635 |  |  | — |
Long-term unbilled receivables and contract assets | 17,133 |  |  | 12,492 |
Other assets | 20,789 |  |  | 22,133 |
Total assets | $ | 1,041,782 |  |  | $ | 881,271 |
Liabilities and shareholders' equity |  |  |
Current liabilities: |  |  |
Accounts payable and other current liabilities | $ | 70,899 |  |  | $ | 72,674 |
Current portion of long-term debt, net | 18,242 |  |  | 10,717 |
Short-term operating lease liabilities | 7,015 |  |  | — |
Short-term deferred revenue | 166,387 |  |  | 157,494 |
Total current liabilities | 262,543 |  |  | 240,885 |
Long-term debt, net | 364,260 |  |  | 284,002 |
Long-term operating lease liabilities | 26,966 |  |  | — |
Long-term deferred revenue | 26,908 |  |  | 19,752 |
Other long-term liabilities | 15,092 |  |  | 6,350 |
Shareholders' equity: |  |  |
Common stock and additional paid-in capital | 306,244 |  |  | 295,953 |
Retained earnings | 39,769 |  |  | 34,329 |
Total shareholders' equity | 346,013 |  |  | 330,282 |
Total liabilities and shareholders' equity | $ | 1,041,782 |  |  | $ | 881,271 |

6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

| Three Months Ended |  | Fiscal Year Ended
(In thousands) | November 30, 2020 |  | November 30, 2019 |  | November 30, 2020 |  | November 30, 2019
Cash flows from operating activities: |  |  |  |  |  |  |
Net income (loss) | $ | 17,661 |  |  | $ | (4,740) |  |  | $ | 79,722 |  |  | $ | 26,400 |
Depreciation and amortization | 12,044 |  |  | 16,519 |  |  | 34,765 |  |  | 56,679 |
Stock-based compensation | 6,123 |  |  | 5,900 |  |  | 23,482 |  |  | 23,311 |
Impairment of intangible and long-lived assets(1) | — |  |  | 24,096 |  |  | — |  |  | 24,096 |
Other non-cash adjustments | (2,024) |  |  | (8,252) |  |  | 6,287 |  |  | (13,947) |
Changes in operating assets and liabilities | 8,958 |  |  | 3,078 |  |  | 591 |  |  | 11,945 |
Net cash flows from operating activities | 42,762 |  |  | 36,601 |  |  | 144,847 |  |  | 128,484 |
Capital expenditures | (3,098) |  |  | (2,168) |  |  | (6,517) |  |  | (3,998) |
Repurchases of common stock, net of issuances | (37,927) |  |  | 2,918 |  |  | (48,901) |  |  | (15,735) |
Dividend payments to shareholders | (7,542) |  |  | (6,941) |  |  | (29,900) |  |  | (27,760) |
Payments for acquisitions, net of cash acquired | (213,057) |  |  | — |  |  | (213,057) |  |  | (225,298) |
Proceeds from the issuance of debt, net of payment of issuance costs | 98,500 |  |  | — |  |  | 98,500 |  |  | 183,374 |
Proceeds from sale of long-lived assets, net | 889 |  |  | — |  |  | 889 |  |  | 6,146 |
Payments of principal on long-term debt | (3,763) |  |  | (1,882) |  |  | (11,288) |  |  | (5,309) |
Other | (888) |  |  | (240) |  |  | (2,263) |  |  | (5,732) |
Net change in cash, cash equivalents and short-term investments | (124,124) |  |  | 28,288 |  |  | (67,690) |  |  | 34,172 |
Cash, cash equivalents and short-term investments, beginning of period | 230,119 |  |  | 145,397 |  |  | 173,685 |  |  | 139,513 |
Cash, cash equivalents and short-term investments, end of period | $ | 105,995 |  |  | $ | 173,685 |  |  | $ | 105,995 |  |  | $ | 173,685 |
(1)Primarily represents a reduction in the carrying values of the intangible assets associated with Kinvey and DataRPM.

7

RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES - FOURTH QUARTER
(Unaudited)

| Three Months Ended |  | % Change
(In thousands, except per share data) | November 30, 2020 |  | November 30, 2019 |  | Non-GAAP
Adjusted revenue: |  |  |  |  |  |  |  |  |
GAAP revenue | $ | 122,385 |  |  |  |  | $ | 117,038 |  |  |  |  |
Acquisition-related revenue(1) | 6,678 |  |  |  |  | 6,378 |  |  |  |  |
Non-GAAP revenue | $ | 129,063 |  |  | 100 | % |  | $ | 123,416 |  |  | 100 | % |  | 5 | %
Adjusted income from operations: |  |  |  |  |  |  |  |  |
GAAP income (loss) from operations | $ | 18,514 |  |  | 15 | % |  | $ | (6,026) |  |  | (5) | % |  |
Amortization of acquired intangibles | 10,488 |  |  | 8 | % |  | 14,301 |  |  | 12 | % |  |
Stock-based compensation | 6,123 |  |  | 4 | % |  | 5,900 |  |  | 4 | % |  |
Impairment of intangible and long-lived assets(2) | — |  |  | — | % |  | 24,096 |  |  | 20 | % |  |
Restructuring expenses and other | 4,080 |  |  | 3 | % |  | 2,338 |  |  | 2 | % |  |
Acquisition-related revenue(1) and expenses | 8,876 |  |  | 7 | % |  | 6,676 |  |  | 5 | % |  |
Non-GAAP income from operations | $ | 48,081 |  |  | 37 | % |  | $ | 47,285 |  |  | 38 | % |  | 2 | %
Adjusted net income: |  |  |  |  |  |  |  |  |
GAAP net income (loss) | $ | 17,661 |  |  | 14 | % |  | $ | (4,740) |  |  | (4) | % |  |
Amortization of acquired intangibles | 10,488 |  |  | 8 | % |  | 14,301 |  |  | 12 | % |  |
Stock-based compensation | 6,123 |  |  | 5 | % |  | 5,900 |  |  | 4 | % |  |
Impairment of intangible and long-lived assets(2) | — |  |  | — | % |  | 24,096 |  |  | 20 | % |  |
Restructuring expenses and other | 4,080 |  |  | 3 | % |  | 2,338 |  |  | 2 | % |  |
Acquisition-related revenue(1) and expenses | 8,876 |  |  | 7 | % |  | 6,676 |  |  | 5 | % |  |
Provision for income taxes | (6,110) |  |  | (5) | % |  | (12,851) |  |  | (10) | % |  |
Non-GAAP net income | $ | 41,118 |  |  | 32 | % |  | $ | 35,720 |  |  | 29 | % |  | 15 | %
Adjusted diluted earnings per share: |  |  |  |  |  |  |  |  |
GAAP diluted earnings (loss) per share | $ | 0.39 |  |  |  |  | $ | (0.11) |  |  |  |  |
Amortization of acquired intangibles | 0.23 |  |  |  |  | 0.32 |  |  |  |  |
Stock-based compensation | 0.14 |  |  |  |  | 0.13 |  |  |  |  |
Impairment of intangible and long-lived assets(2) | — |  |  |  |  | 0.53 |  |  |  |  |
Restructuring expenses and other | 0.09 |  |  |  |  | 0.05 |  |  |  |  |
Acquisition-related revenue(1) and expenses | 0.20 |  |  |  |  | 0.15 |  |  |  |  |
Provision for income taxes | (0.14) |  |  |  |  | (0.28) |  |  |  |  |
Non-GAAP diluted earnings per share | $ | 0.91 |  |  |  |  | $ | 0.79 |  |  |  |  | 15 | %
Non-GAAP weighted avg shares outstanding - diluted | 45,140 |  |  |  |  | 45,484 |  |  |  |  | (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. Acquisition-related revenue adjustments relate to Progress' Application Development and Deployment business segment for Chef in fiscal year 2020 and Progress' OpenEdge business segment for Ipswitch in fiscal year 2019.
(2)Primarily represents a reduction in the carrying values of the intangible assets associated with Kinvey and DataRPM.

8

RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES - FISCAL YEAR
(Unaudited)

| Fiscal Year Ended |  | % Change
(In thousands, except per share data) | November 30, 2020 |  | November 30, 2019 |  | Non-GAAP
Adjusted revenue: |  |  |  |  |  |  |  |  |
GAAP revenue | $ | 442,150 |  |  |  |  | $ | 413,298 |  |  |  |  |
Acquisition-related revenue(1) | 14,062 |  |  |  |  | 18,663 |  |  |  |  |
Non-GAAP revenue | $ | 456,212 |  |  | 100 | % |  | $ | 431,961 |  |  | 100 | % |  | 6 | %
Adjusted income from operations: |  |  |  |  |  |  |  |  |
GAAP income from operations | $ | 107,728 |  |  | 24 | % |  | $ | 40,084 |  |  | 10 | % |  |
Amortization of acquired intangibles | 27,946 |  |  | 6 | % |  | 48,139 |  |  | 11 | % |  |
Stock-based compensation | 23,482 |  |  | 5 | % |  | 23,311 |  |  | 5 | % |  |
Impairment of intangible and long-lived assets(2) | — |  |  | — | % |  | 24,096 |  |  | 6 | % |  |
Restructuring expenses and other | 5,906 |  |  | 1 | % |  | 6,307 |  |  | 1 | % |  |
Acquisition-related revenue(1) and expenses | 17,699 |  |  | 4 | % |  | 20,321 |  |  | 5 | % |  |
Non-GAAP income from operations | $ | 182,761 |  |  | 40 | % |  | $ | 162,258 |  |  | 38 | % |  | 13 | %
Adjusted net income: |  |  |  |  |  |  |  |  |
GAAP net income | $ | 79,722 |  |  | 18 | % |  | $ | 26,400 |  |  | 6 | % |  |
Amortization of acquired intangibles | 27,946 |  |  | 6 | % |  | 48,139 |  |  | 11 | % |  |
Stock-based compensation | 23,482 |  |  | 5 | % |  | 23,311 |  |  | 5 | % |  |
Impairment of intangible and long-lived assets(2) | — |  |  | — | % |  | 24,096 |  |  | 6 | % |  |
Restructuring expenses and other | 5,906 |  |  | 1 | % |  | 6,307 |  |  | 1 | % |  |
Acquisition-related revenue(1) and expenses | 17,699 |  |  | 4 | % |  | 20,321 |  |  | 5 | % |  |
Provision for income taxes | (14,673) |  |  | (3) | % |  | (26,829) |  |  | (6) | % |  |
Non-GAAP net income | $ | 140,082 |  |  | 31 | % |  | $ | 121,745 |  |  | 28 | % |  | 15 | %
Adjusted diluted earnings per share: |  |  |  |  |  |  |  |  |
GAAP diluted earnings per share | $ | 1.76 |  |  |  |  | $ | 0.58 |  |  |  |  |
Amortization of acquired intangibles | 0.62 |  |  |  |  | 1.07 |  |  |  |  |
Stock-based compensation | 0.51 |  |  |  |  | 0.51 |  |  |  |  |
Impairment of intangible and long-lived assets(2) | — |  |  |  |  | 0.53 |  |  |  |  |
Restructuring expenses and other | 0.13 |  |  |  |  | 0.14 |  |  |  |  |
Acquisition-related revenue(1) and expenses | 0.39 |  |  |  |  | 0.45 |  |  |  |  |
Provision for income taxes | (0.32) |  |  |  |  | (0.59) |  |  |  |  |
Non-GAAP diluted earnings per share | $ | 3.09 |  |  |  |  | $ | 2.69 |  |  |  |  | 15 | %
Non-GAAP weighted avg shares outstanding - diluted | 45,321 |  |  |  |  | 45,340 |  |  |  |  | — | %
(1)Acquisition-related revenue constitutes revenue reflected as pre-acquisition deferred revenue that would otherwise have been recognized but for the purchase accounting treatment of acquisitions. Since GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of our economic activities. Acquisition-related revenue adjustments relate to Progress' Application Development and Deployment business segment for Chef in fiscal year 2020 and Progress' OpenEdge business segment for Ipswitch in fiscal year 2019.
(2)Primarily represents a reduction in the carrying values of the intangible assets associated with Kinvey and DataRPM.

9

OTHER NON-GAAP FINANCIAL MEASURES
(Unaudited)

Quarter to Date Adjusted Free Cash Flow |  |  |  |  |
(In thousands) | Q4 2020 |  | Q4 2019 |  | % Change
Cash flows from operations | $ | 42,762 |  |  | $ | 36,601 |  |  | 17 | %
Purchases of property and equipment | (3,098) |  |  | (2,168) |  |  | 43 | %
Free cash flow | 39,664 |  |  | 34,433 |  |  | 15 | %
Add back: restructuring payments | 992 |  |  | 2,272 |  |  | (56) | %
Adjusted free cash flow | $ | 40,656 |  |  | $ | 36,705 |  |  | 11 | %

Year to Date Adjusted Free Cash Flow |  |  |  |  |
(In thousands) | FY 2020 |  | FY 2019 |  | % Change
Cash flows from operations | $ | 144,847 |  |  | $ | 128,484 |  |  | 13 | %
Purchases of property and equipment | (6,517) |  |  | (3,998) |  |  | 63 | %
Free cash flow | 138,330 |  |  | 124,486 |  |  | 11 | %
Add back: restructuring payments | 4,123 |  |  | 4,407 |  |  | (6) | %
Adjusted free cash flow | $ | 142,453 |  |  | $ | 128,893 |  |  | 11 | %

10

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2021 GUIDANCE
(Unaudited)

Fiscal Year 2021 Revenue Guidance
| Fiscal Year Ended |  | Fiscal Year Ending
| November 30, 2020 |  | November 30, 2021
(In millions) |  |  | Low |  | % Change |  | High |  | % Change
GAAP revenue | $ | 442.1 |  |  | $ | 487.3 |  |  | 10 | % |  | $ | 495.3 |  |  | 12 | %
Acquisition-related adjustments - revenue(1) | 14.1 |  |  | 25.7 |  |  | 82 | % |  | 25.7 |  |  | 82 | %
Non-GAAP revenue | $ | 456.2 |  |  | $ | 513.0 |  |  | 12 | % |  | $ | 521.0 |  |  | 14 | %
(1)Acquisition-related revenue constitutes revenue reflected as pre-acquisition deferred revenue that would otherwise have been recognized but for the purchase accounting treatment of acquisitions. Since GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of our economic activities. Acquisition-related revenue adjustments relate to Progress' Application Development and Deployment business segment for Chef and Progress' OpenEdge business segment for Ipswitch.

Fiscal Year 2021 Non-GAAP Operating Margin Guidance
| Fiscal Year Ending November 30, 2021
(In millions) | Low |  | High
GAAP income from operations | $ | 91.2 |  |  | $ | 94.6 |
GAAP operating margin | 19 | % |  | 19 | %
Acquisition-related revenue | 25.7 |  |  | 25.7 |
Restructuring expense | 1.9 |  |  | 1.9 |
Stock-based compensation | 27.3 |  |  | 27.3 |
Acquisition-related expenses | 0.3 |  |  | 0.3 |
Amortization of intangibles | 44.9 |  |  | 44.9 |
Total adjustments | 100.1 |  |  | 100.1 |
Non-GAAP income from operations | $ | 191.3 |  |  | $ | 194.7 |
Non-GAAP operating margin | 37 | % |  | 37 | %

Fiscal Year 2021 Non-GAAP Earnings per Share and Effective Tax Rate Guidance
| Fiscal Year Ending November 30, 2021
(In millions, except per share data) | Low |  | High
GAAP net income | $ | 62.4 |  |  | $ | 65.1 |
Adjustments (from previous table) | 100.1 |  |  | 100.1 |
Income tax adjustment(2) | (19.2) |  |  | (19.2) |
Non-GAAP net income | $ | 143.3 |  |  | $ | 146.0 |
GAAP diluted earnings per share | $ | 1.40 |  |  | $ | 1.46 |
Non-GAAP diluted earnings per share | $ | 3.22 |  |  | $ | 3.28 |
Diluted weighted average shares outstanding | 44.5 |  |  | 44.5 |
(2)Tax adjustment is based on a non-GAAP effective tax rate of approximately 20% for Low and High, calculated as follows:
Non-GAAP income from operations | $ | 191.3 |  |  | $ | 194.7 |
Other (expense) income | (12.2) |  |  | (12.2) |
Non-GAAP income from continuing operations before income taxes | 179.1 |  |  | 182.5 |
Non-GAAP net income | 143.3 |  |  | 146.0 |
Tax provision | $ | 35.8 |  |  | $ | 36.5 |
Non-GAAP tax rate | 20 | % |  | 20 | %

11

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) | Low |  | High
Cash flows from operations (GAAP) | $ | 151 |  |  | $ | 156 |
Purchases of property and equipment | (7) |  |  | (7) |
Add back: restructuring payments | 6 |  |  | 6 |
Adjusted free cash flow (non-GAAP) | $ | 150 |  |  | $ | 155 |

12

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q1 2021 GUIDANCE
(Unaudited)

Q1 2021 Revenue Guidance
| Three Months Ended |  | Three Months Ending
| February 29, 2020 |  | February 28, 2021
(In millions) |  |  | Low |  | % Change |  | High |  | % Change
GAAP revenue | $ | 109.7 |  |  | $ | 108.8 |  |  | (1) | % |  | $ | 112.8 |  |  | 3 | %
Acquisition-related adjustments - revenue(1) | 4.1 |  |  | 10.2 |  |  | 149 | % |  | 10.2 |  |  | 149 | %
Non-GAAP revenue | $ | 113.8 |  |  | $ | 119.0 |  |  | 5 | % |  | $ | 123.0 |  |  | 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 Progress; Application Development and Deployment business segment for Chef and Progress' OpenEdge business segment for Ipswitch.

Q1 2021 Non-GAAP Earnings per Share Guidance
| Three Months Ending February 28, 2021
| Low |  | High
GAAP diluted earnings per share | $ | 0.21 |  |  | $ | 0.25 |
Acquisition-related revenue | 0.23 |  |  | 0.23 |
Stock-based compensation | 0.15 |  |  | 0.15 |
Amortization of intangibles | 0.23 |  |  | 0.23 |
Restructuring expense | 0.03 |  |  | 0.03 |
Total adjustments | 0.64 |  |  | 0.64 |
Income tax adjustment | (0.13) |  |  | (0.13) |
Non-GAAP diluted earnings per share | $ | 0.72 |  |  | $ | 0.76 |

13