EX-99.1 2 exhibit991-q12022earningsr.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 Announces First Quarter 2022 Financial Results
Revenue and Earnings Per Share Exceed Guidance Ranges
Full Year Guidance Increased for Revenue and Earnings Per Share
BEDFORD, Mass, March 29, 2022 (GlobeNewswire) — Progress (Nasdaq: PRGS), the trusted provider of infrastructure software, today announced financial results for its fiscal first quarter ended February 28, 2022.
First Quarter 2022 Highlights:
•Revenue of $144.9 million increased 19% year-over-year on an actual currency basis, and 21% on a constant currency basis.
•Non-GAAP revenue of $147.5 million increased 12% on an actual currency basis, and 14% on a constant currency basis.
•Annualized Recurring Revenue (ARR) of $479 million increased 12% year-over-year on a constant currency basis.
•Operating margin was 20% and Non-GAAP operating margin was 40%.
•Diluted earnings per share was $0.46 compared to $0.42 in the same quarter last year, an increase of 10%.
•Non-GAAP diluted earnings per share was $0.97 compared to $0.95 in the same quarter last year, an increase of 2%.
“We are extremely pleased with our strong first quarter results which built on the momentum from last year,” said Yogesh Gupta, CEO at Progress. “Customer demand and our execution remained solid, the integration of Kemp is on track and going very well, and the M&A deal pipeline remains robust. Although our financial exposure to Russia and Belarus is immaterial, we are nonetheless horrified by the geopolitical events and saddened by the humanitarian tragedy in Ukraine. Our hearts are with all of those in the region.”
Additional financial highlights included(1):

| Three Months Ended
| GAAP |  | Non-GAAP
(In thousands, except percentages and per share amounts) | February 28, 2022 |  | February 28, 2021 |  | % Change |  | February 28, 2022 |  | February 28, 2021 |  | % Change
Revenue | $ | 144,922 |  |  | $ | 121,280 |  |  | 19 | % |  | $ | 147,505 |  |  | $ | 131,784 |  |  | 12 | %
Income from operations | $ | 29,432 |  |  | $ | 27,416 |  |  | 7 | % |  | $ | 58,732 |  |  | $ | 56,657 |  |  | 4 | %
Operating margin | 20 | % |  | 23 | % |  | (300) bps |  | 40 | % |  | 43 | % |  | (300) bps
Net income | $ | 20,454 |  |  | $ | 18,961 |  |  | 8 | % |  | $ | 43,560 |  |  | $ | 42,504 |  |  | 2 | %
Diluted earnings per share | $ | 0.46 |  |  | $ | 0.42 |  |  | 10 | % |  | $ | 0.97 |  |  | $ | 0.95 |  |  | 2 | %
Cash from operations (GAAP) /Adjusted free cash flow (Non-GAAP) | $ | 44,093 |  |  | $ | 44,688 |  |  | (1) | % |  | $ | 44,681 |  |  | $ | 46,515 |  |  | (4) | %

(1)See Legal Notice Regarding Non-GAAP Financial Information
Other fiscal first quarter 2022 metrics and recent results included:
•Cash, cash equivalents and short-term investments were $173.3 million at the end of the quarter.
•DSO was 52 days compared to 53 days in the fiscal first quarter of 2021 and 60 days in the fiscal fourth quarter of 2021.
•On March 23, 2022, our Board of Directors declared a quarterly dividend of $0.175 per share of common stock that will be paid on June 15, 2022 to shareholders of record as of the close of business on June 1, 2022.
Anthony Folger, CFO, said: “We delivered strong financial results across the board in the first quarter, a continuation of the trend that we saw for much of fiscal year 2021. The integration of Kemp is tracking to plan and Kemp’s first full quarter with Progress contributed in line with our expectations and helped sustain the momentum of our total growth strategy.”
1

2022 Business Outlook
Progress provides the following guidance for the fiscal year ending November 30, 2022 and the fiscal second quarter ending May 31, 2022:

| Updated FY 2022 Guidance (March 29, 2022) |  | Prior FY 2022 Guidance (January 18, 2022)
(In millions, except percentages and per share amounts) | GAAP |  | Non-GAAP |  | GAAP |  | Non-GAAP
Revenue | $601 - $609 |  | $609 - $617 |  | $597 - $607 |  | $605 - $615
Diluted earnings per share | $2.16 - $2.23 |  | $4.01 - $4.09 |  | $1.93 - $2.03 |  | $3.95 - $4.05
Operating margin | 23% |  | 39% - 40% |  | 21% |  | 39%
Cash from operations (GAAP) / Adjusted free cash flow (Non-GAAP) | $188 - $193 |  | $185 - $190 |  | $188 - $193 |  | $185 - $190
Effective tax rate | 21 | % |  | 20% - 21% |  | 20% - 21% |  | 20% - 21%

| Q2 2022 Guidance
(In millions, except per share amounts) | GAAP |  | Non-GAAP
Revenue | $143 - $146 |  | $145 - $148
Diluted earnings per share | $0.62 - $0.64 |  | $0.94 - $0.96

Based on current exchange rates, the expected negative currency translation impact on Progress' fiscal year 2022 business outlook compared to 2021 exchange rates is approximately $9.2 million on GAAP and non-GAAP revenue, and approximately $0.03 on GAAP and non-GAAP diluted earnings per share. The expected negative currency translation impact on Progress' fiscal Q2 2022 business outlook compared to 2021 exchange rates on GAAP and non-GAAP revenue is approximately $2.8 million. The expected negative impact on GAAP and non-GAAP diluted Q2 2022 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 first quarter of 2022 at 5:00 p.m. ET on Tuesday, March 29, 2022. The call can be accessed on the investor relations section of the company’s website, located at www.progress.com. Additionally, you can listen to the call by telephone by dialing 800-773-2954 or +1 847-413-3731, passcode 50242106. 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.
2

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, 2021. Progress undertakes no obligation to update any forward-looking statements, which speak only as of the date of this press release.
About Progress
Dedicated to propelling business forward in a technology-driven world, Progress (Nasdaq: PRGS) helps businesses drive faster cycles of innovation, fuel momentum and accelerate their path to success. As the trusted provider of the best products to develop, deploy and manage high-impact applications, Progress enables customers to develop the applications and experiences they need, deploy where and how they want and manage it all safely and securely. Hundreds of thousands of enterprises, including 1,700 software companies and 3.5 million developers, depend on Progress to achieve their goals—with confidence. Learn more at www.progress.com.
Progress and Progress Software are trademarks or registered trademarks of Progress Software Corporation and/or its subsidiaries or affiliates in the U.S. and other countries. Any other names contained herein may be trademarks of their respective owners.

Investor Contact: |  | Press Contact:
Michael Micciche |  | Erica McShane
Progress Software |  | Progress Software
+1 781 850 8450 |  | +1 781 280 4000
Investor-Relations@progress.com |  | PR@progress.com

3

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

| Three Months Ended |  |
(In thousands, except per share data) | February 28, 2022 |  | February 28, 2021 |  | % Change |  |  |  |  |  |
Revenue: |  |  |  |  |  |  |  |  |  |  |
Software licenses | $ | 42,750 |  |  | $ | 33,317 |  |  | 28 | % |  |  |  |  |  |
Maintenance and services | 102,172 |  |  | 87,963 |  |  | 16 | % |  |  |  |  |  |
Total revenue | 144,922 |  |  | 121,280 |  |  | 19 | % |  |  |  |  |  |
Costs of revenue: |  |  |  |  |  |  |  |  |  |  |
Cost of software licenses | 2,609 |  |  | 1,151 |  |  | 127 | % |  |  |  |  |  |
Cost of maintenance and services | 15,145 |  |  | 13,319 |  |  | 14 | % |  |  |  |  |  |
Amortization of acquired intangibles | 5,458 |  |  | 3,521 |  |  | 55 | % |  |  |  |  |  |
Total costs of revenue | 23,212 |  |  | 17,991 |  |  | 29 | % |  |  |  |  |  |
Gross profit | 121,710 |  |  | 103,289 |  |  | 18 | % |  |  |  |  |  |
Operating expenses: |  |  |  |  |  |  |  |  |  |  |
Sales and marketing | 33,469 |  |  | 29,469 |  |  | 14 | % |  |  |  |  |  |
Product development | 28,673 |  |  | 24,548 |  |  | 17 | % |  |  |  |  |  |
General and administrative | 16,991 |  |  | 13,424 |  |  | 27 | % |  |  |  |  |  |
Amortization of acquired intangibles | 11,722 |  |  | 6,879 |  |  | 70 | % |  |  |  |  |  |
Restructuring expenses | 511 |  |  | 1,157 |  |  | (56) | % |  |  |  |  |  |
Acquisition-related expenses | 912 |  |  | 396 |  |  | 130 | % |  |  |  |  |  |
Total operating expenses | 92,278 |  |  | 75,873 |  |  | 22 | % |  |  |  |  |  |
Income from operations | 29,432 |  |  | 27,416 |  |  | 7 | % |  |  |  |  |  |
Other expense, net | (3,480) |  |  | (2,652) |  |  | (31) | % |  |  |  |  |  |
Income before income taxes | 25,952 |  |  | 24,764 |  |  | 5 | % |  |  |  |  |  |
Provision for income taxes | 5,498 |  |  | 5,803 |  |  | (5) | % |  |  |  |  |  |
Net income | $ | 20,454 |  |  | $ | 18,961 |  |  | 8 | % |  |  |  |  |  |
Earnings per share: |  |  |  |  |  |  |  |  |  |  |
Basic | $ | 0.47 |  |  | $ | 0.43 |  |  | 9 | % |  |  |  |  |  |
Diluted | $ | 0.46 |  |  | $ | 0.42 |  |  | 10 | % |  |  |  |  |  |
Weighted average shares outstanding: |  |  |  |  |  |  |  |  |  |  |
Basic | 43,981 |  |  | 44,108 |  |  | — | % |  |  |  |  |  |
Diluted | 44,708 |  |  | 44,652 |  |  | — | % |  |  |  |  |  |
Cash dividends declared per common share | $ | 0.175 |  |  | $ | 0.175 |  |  | — | % |  |  |  |  |  |

Stock-based compensation is included in the condensed consolidated statements of operations, as follows: |  |  |  |  |  |
Cost of revenue | $ | 411 |  |  | $ | 392 |  |  | 5 | % |  |  |  |  |  |
Sales and marketing | 1,402 |  |  | 1,503 |  |  | (7) | % |  |  |  |  |  |
Product development | 2,222 |  |  | 1,919 |  |  | 16 | % |  |  |  |  |  |
General and administrative | 4,079 |  |  | 2,970 |  |  | 37 | % |  |  |  |  |  |
Total | $ | 8,114 |  |  | $ | 6,784 |  |  | 20 | % |  |  |  |  |  |

4

CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

(In thousands) | February 28, 2022 |  | November 30, 2021
Assets |  |  |
Current assets: |  |  |
Cash, cash equivalents and short-term investments | $ | 173,322 |  |  | $ | 157,373 |
Accounts receivable, net | 86,601 |  |  | 99,815 |
Unbilled receivables and contract assets | 27,043 |  |  | 25,816 |
Other current assets | 40,401 |  |  | 39,549 |
Assets held for sale | 15,255 |  |  | 15,255 |
Total current assets | 342,622 |  |  | 337,808 |
Property and equipment, net | 13,933 |  |  | 14,345 |
Goodwill and intangible assets, net | 944,326 |  |  | 958,337 |
Right-of-use lease assets | 23,604 |  |  | 25,253 |
Long-term unbilled receivables and contract assets | 16,233 |  |  | 17,464 |
Other assets | 12,398 |  |  | 10,330 |
Total assets | $ | 1,353,116 |  |  | $ | 1,363,537 |
Liabilities and shareholders’ equity |  |  |
Current liabilities: |  |  |
Accounts payable and other current liabilities | $ | 59,650 |  |  | $ | 84,215 |
Current portion of long-term debt, net | 6,234 |  |  | 25,767 |
Short-term operating lease liabilities | 8,075 |  |  | 7,926 |
Short-term deferred revenue | 209,771 |  |  | 205,021 |
Total current liabilities | 283,730 |  |  | 322,929 |
Long-term debt, net | 263,896 |  |  | 239,992 |
Convertible senior notes, net | 351,038 |  |  | 294,535 |
Long-term operating lease liabilities | 21,230 |  |  | 23,130 |
Long-term deferred revenue | 51,771 |  |  | 47,359 |
Other long-term liabilities | 13,128 |  |  | 23,103 |
Shareholders’ equity: |  |  |
Common stock and additional paid-in capital | 303,678 |  |  | 354,676 |
Retained earnings | 64,645 |  |  | 57,813 |
Total shareholders’ equity | 368,323 |  |  | 412,489 |
Total liabilities and shareholders’ equity | $ | 1,353,116 |  |  | $ | 1,363,537 |

5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

| Three Months Ended |  |
(In thousands) | February 28, 2022 |  | February 28, 2021 |  |  |  |
Cash flows from operating activities: |  |  |  |  |  |  |
Net income | $ | 20,454 |  |  | $ | 18,961 |  |  |  |  |
Depreciation and amortization | 19,218 |  |  | 11,862 |  |  |  |  |
Stock-based compensation | 8,114 |  |  | 6,784 |  |  |  |  |
Other non-cash adjustments | 4,442 |  |  | 2,415 |  |  |  |  |
Changes in operating assets and liabilities | (8,135) |  |  | 4,666 |  |  |  |  |
Net cash flows from operating activities | 44,093 |  |  | 44,688 |  |  |  |  |
Capital expenditures | (831) |  |  | (1,166) |  |  |  |  |
Issuances of common stock, net of repurchases | (20,906) |  |  | (11,515) |  |  |  |  |
Dividend payments to shareholders | (7,784) |  |  | (7,854) |  |  |  |  |
Proceeds from the issuance of debt, net of payment of issuance costs | 5,517 |  |  | — |  |  |  |  |
Payments of principal on long-term debt | (1,719) |  |  | (18,763) |  |  |  |  |
Other | (2,421) |  |  | 2,986 |  |  |  |  |
Net change in cash, cash equivalents and short-term investments | 15,949 |  |  | 8,376 |  |  |  |  |
Cash, cash equivalents and short-term investments, beginning of period | 157,373 |  |  | 105,995 |  |  |  |  |
Cash, cash equivalents and short-term investments, end of period | $ | 173,322 |  |  | $ | 114,371 |  |  |  |  |

6

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

| Three Months Ended |  | % Change
(In thousands, except per share data) | February 28, 2022 |  | February 28, 2021 |  | Non-GAAP
Adjusted revenue: |  |  |  |  |  |  |  |  |
GAAP revenue | $ | 144,922 |  |  |  |  | $ | 121,280 |  |  |  |  |
Acquisition-related revenue(1) | 2,583 |  |  |  |  | 10,504 |  |  |  |  |
Non-GAAP revenue | $ | 147,505 |  |  | 100 | % |  | $ | 131,784 |  |  | 100 | % |  | 12 | %
Adjusted income from operations: |  |  |  |  |  |  |  |  |
GAAP income from operations | $ | 29,432 |  |  | 20 | % |  | $ | 27,416 |  |  | 23 | % |  |
Amortization of acquired intangibles | 17,180 |  |  | 12 | % |  | 10,400 |  |  | 8 | % |  |
Restructuring expenses and other | 511 |  |  | — | % |  | 1,157 |  |  | 1 | % |  |
Stock-based compensation | 8,114 |  |  | 6 | % |  | 6,784 |  |  | 3 | % |  |
Acquisition-related revenue(1) and expenses | 3,495 |  |  | 2 | % |  | 10,900 |  |  | 8 | % |  |
Non-GAAP income from operations | $ | 58,732 |  |  | 40 | % |  | $ | 56,657 |  |  | 43 | % |  | 4 | %
Adjusted net income: |  |  |  |  |  |  |  |  |
GAAP net income | $ | 20,454 |  |  | 14 | % |  | $ | 18,961 |  |  | 16 | % |  |
Amortization of acquired intangibles | 17,180 |  |  | 12 | % |  | 10,400 |  |  | 8 | % |  |
Restructuring expenses and other | 511 |  |  | — | % |  | 1,157 |  |  | 1 | % |  |
Stock-based compensation | 8,114 |  |  | 6 | % |  | 6,784 |  |  | 3 | % |  |
Acquisition-related revenue(1) and expenses | 3,495 |  |  | 2 | % |  | 10,900 |  |  | 8 | % |  |
Provision for income taxes | (6,194) |  |  | (4) | % |  | (5,698) |  |  | (4) | % |  |
Non-GAAP net income | $ | 43,560 |  |  | 30 | % |  | $ | 42,504 |  |  | 32 | % |  | 2 | %
Adjusted diluted earnings per share: |  |  |  |  |  |  |  |  |
GAAP diluted earnings per share | $ | 0.46 |  |  |  |  | $ | 0.42 |  |  |  |  |
Amortization of acquired intangibles | 0.38 |  |  |  |  | 0.23 |  |  |  |  |
Restructuring expenses and other | 0.01 |  |  |  |  | 0.03 |  |  |  |  |
Stock-based compensation | 0.18 |  |  |  |  | 0.16 |  |  |  |  |
Acquisition-related revenue(1) and expenses | 0.08 |  |  |  |  | 0.24 |  |  |  |  |
Provision for income taxes | (0.14) |  |  |  |  | (0.13) |  |  |  |  |
Non-GAAP diluted earnings per share | $ | 0.97 |  |  |  |  | $ | 0.95 |  |  |  |  | 2 | %
Non-GAAP weighted avg shares outstanding - diluted | 44,708 |  |  |  |  | 44,652 |  |  |  |  | — | %
(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.

7

OTHER NON-GAAP FINANCIAL MEASURES
(Unaudited)

Adjusted Free Cash Flow |  |  |  |  |
(In thousands) | Q1 2022 |  | Q1 2021 |  | % Change
Cash flows from operations | $ | 44,093 |  |  | $ | 44,688 |  |  | (1) | %
Purchases of property and equipment | (831) |  |  | (1,166) |  |  | (29) | %
Free cash flow | 43,262 |  |  | 43,522 |  |  | (1) | %
Add back: restructuring payments | 1,419 |  |  | 2,993 |  |  | (53) | %
Adjusted free cash flow | $ | 44,681 |  |  | $ | 46,515 |  |  | (4) | %

8

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2022 GUIDANCE
(Unaudited)

Fiscal Year 2022 Updated Revenue Guidance
| Fiscal Year Ended |  | Fiscal Year Ending
| November 30, 2021 |  | November 30, 2022
(In millions) |  |  | Low |  | % Change |  | High |  | % Change
GAAP revenue | $ | 531.3 |  |  | $ | 600.5 |  |  | 13 | % |  | $ | 608.5 |  |  | 15 | %
Acquisition-related adjustments - revenue(1) | 26.0 |  |  | 8.5 |  |  | (67) | % |  | 8.5 |  |  | (67) | %
Non-GAAP revenue | $ | 557.3 |  |  | $ | 609.0 |  |  | 9 | % |  | $ | 617.0 |  |  | 11 | %
(1)Acquisition-related revenue constitutes revenue reflected as pre-acquisition deferred revenue that would otherwise have been recognized but for the purchase accounting treatment of acquisitions. Since GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of our economic activities. Acquisition-related revenue adjustments relate to Ipswitch and Chef.

Fiscal Year 2022 Updated Non-GAAP Operating Margin Guidance
| Fiscal Year Ending November 30, 2022
(In millions) | Low |  | High
GAAP income from operations | $ | 137.0 |  |  | $ | 141.2 |
GAAP operating margins | 23 | % |  | 23 | %
Acquisition-related revenue | 8.5 |  |  | 8.5 |
Acquisition-related expense | 1.6 |  |  | 1.6 |
Restructuring expense | 0.9 |  |  | 0.9 |
Stock-based compensation | 33.5 |  |  | 33.5 |
Amortization of acquired intangibles | 69.3 |  |  | 69.3 |
Gain on sale of assets held for sale | (10.7) |  |  | (10.7) |
Total adjustments(2) | 103.1 |  |  | 103.1 |
Non-GAAP income from operations | $ | 240.1 |  |  | $ | 244.3 |
Non-GAAP operating margin | 39 | % |  | 40 | %
(2)Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from Kemp and restructuring expenses. The final amounts will not be available until the Company’s internal procedures and reviews are completed.

Fiscal Year 2022 Updated Non-GAAP Earnings per Share and Effective Tax Rate Guidance
| Fiscal Year Ending November 30, 2022
(In millions, except per share data) | Low |  | High
GAAP net income | $ | 96.0 |  |  | $ | 99.3 |
Adjustments (from previous table) | 103.1 |  |  | 103.1 |
Income tax adjustment(3) | (20.8) |  |  | (20.3) |
Non-GAAP net income | $ | 178.3 |  |  | $ | 182.1 |
GAAP diluted earnings per share | $ | 2.16 |  |  | $ | 2.23 |
Non-GAAP diluted earnings per share | $ | 4.01 |  |  | $ | 4.09 |
Diluted weighted average shares outstanding | 44.5 |  |  | 44.5 |
(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 | $ | 240.1 |  |  | $ | 244.3 |
Other (expense) income | (15.5) |  |  | (15.5) |
Non-GAAP income from continuing operations before income taxes | 224.6 |  |  | 228.8 |
Non-GAAP net income | 178.3 |  |  | 182.1 |
Tax provision | $ | 46.3 |  |  | $ | 46.7 |
Non-GAAP tax rate | 21 | % |  | 20 | %

9

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2022 GUIDANCE
(Unaudited)

Fiscal Year 2022 Adjusted Free Cash Flow Guidance
| Fiscal Year Ending November 30, 2022
(In millions) | Low |  | High
Cash flows from operations (GAAP) | $ | 188 |  |  | $ | 193 |
Purchases of property and equipment | (6) |  |  | (6) |
Add back: restructuring payments | 3 |  |  | 3 |
Adjusted free cash flow (non-GAAP) | $ | 185 |  |  | $ | 190 |

10

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q2 2022 GUIDANCE
(Unaudited)

Q2 2022 Revenue Guidance
| Three Months Ended |  | Three Months Ending
| May 31, 2021 |  | May 31, 2022
(In millions) |  |  | Low |  | % Change |  | High |  | % Change
GAAP revenue | $ | 122.5 |  |  | $ | 142.9 |  |  | 17 | % |  | $ | 145.9 |  |  | 19 | %
Acquisition-related adjustments - revenue(1) | 6.7 |  |  | 2.1 |  |  | (69) | % |  | 2.1 |  |  | (69) | %
Non-GAAP revenue | $ | 129.2 |  |  | $ | 145.0 |  |  | 12 | % |  | $ | 148.0 |  |  | 15 | %
(1)Acquisition-related revenue constitutes revenue reflected as pre-acquisition deferred revenue that would otherwise have been recognized but for the purchase accounting treatment of acquisitions. Since GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of our economic activities. Acquisition-related revenue adjustments relate to Ipswitch and Chef.

Q2 2022 Non-GAAP Earnings per Share Guidance
| Three Months Ending May 31, 2022
| Low |  | High
GAAP diluted earnings per share | $ | 0.62 |  |  | $ | 0.64 |
Acquisition-related revenue | 0.05 |  |  | 0.05 |
Acquisition-related expense | 0.01 |  |  | 0.01 |
Stock-based compensation | 0.19 |  |  | 0.19 |
Amortization of acquired intangibles | 0.39 |  |  | 0.39 |
Gain on sale of assets held for sale | (0.24) |  |  | (0.24) |
Total adjustments(2) | 0.40 |  |  | 0.40 |
Income tax adjustment | (0.08) |  |  | (0.08) |
Non-GAAP diluted earnings per share | $ | 0.94 |  |  | $ | 0.96 |
(2)Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from Kemp. The final amounts will not be available until the Company’s internal procedures and reviews are completed.

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