Progress Software Reports Fourth Quarter Results; Record Revenue for the Quarter and Year

BEDFORD, Mass. (BUSINESS WIRE)
20-Dec-2006

Progress Software Corporation (Nasdaq: PRGS), a provider of leading application infrastructure software to develop, deploy, integrate and manage business applications, today announced results for its fourth quarter ended November 30, 2006. Revenue for the quarter was a record $122 million, up 13 percent (10 percent at constant currency) from $108 million in the fourth quarter of fiscal 2005. Software license revenue increased 12 percent (10 percent at constant currency) to $49.4 million from $44.1 million in the same quarter last year.

On a generally accepted accounting principles (GAAP) basis, operating income decreased 49 percent to $9.5 million from $18.6 million in the fourth quarter of fiscal 2005. Net income decreased 49 percent to $6.9 million from $13.6 million in the same quarter last year. Diluted earnings per share decreased 50 percent to 16 cents from 32 cents in the fourth quarter of fiscal 2005.

On a non-GAAP basis, operating income decreased 11 percent to $20.1 million from $22.5 million in the same quarter last year. Non-GAAP net income decreased 13 percent to $14.1 million from $16.2 million in the same quarter last year and non-GAAP diluted earnings per share decreased 16 percent to 32 cents per share from 38 cents in the fourth quarter of fiscal 2005.

The non-GAAP results in the fourth quarter of fiscal 2006 exclude after-tax charges of $4.0 million for stock-based compensation, $0.4 million for an accrual for payments to be made to current and former employees for options that were cancelled or expired during the suspension of the issuance of shares under the company's option plans and reimbursements for excise taxes resulting from the exercise of below market options in fiscal 2006 and $2.8 million for amortization of acquired intangibles. The non-GAAP results in the fourth quarter of fiscal 2005 exclude after-tax charges of $0.5 million for stock-based compensation, $1.7 million for amortization of acquired intangibles and $0.4 million for certain other acquisition-related expenses.

The GAAP and non-GAAP results for the fourth quarter of fiscal 2006 include an after-tax charge of $1.5 million, or 3 cents per share, for legal and accounting expenses associated with our stock option accounting investigation and restatement.

For the twelve months ended November 30, 2006, revenue increased 10 percent (11 percent at constant currency) to $447 million from $405 million in fiscal 2005. On a GAAP basis, operating income decreased 32 percent to $40.9 million from $60.0 million in fiscal 2005. Net income decreased 36 percent to $29.4 million from $46.3 million in fiscal 2005 and diluted earnings per share decreased 39 percent to 68 cents from $1.12 in fiscal 2005.

On a non-GAAP basis, operating income increased 4 percent to $81.4 million from $78.3 million last year. Non-GAAP net income increased 4 percent to $56.8 million from $54.8 million last year and non-GAAP diluted earnings per share decreased 1 percent to $1.31 from $1.32 in fiscal 2005.

The non-GAAP results in fiscal 2006 exclude after-tax charges of $15.9 million for stock-based compensation, $0.4 million for an accrual for payments to be made to current and former employees for options that were cancelled or expired during the suspension of the issuance of shares under the company's option plans and reimbursements for excise taxes resulting from the exercise of below market options in fiscal 2006, $9.8 million for amortization of acquired intangibles and $1.3 million for certain other acquisition-related expenses. The non-GAAP results in fiscal 2005 exclude after-tax charges of $1.9 million for stock-based compensation, $6.3 million for amortization of acquired intangibles, $2.3 million for certain other acquisition-related expenses and $1.9 million for compensation expense from repurchase of subsidiary stock and a tax benefit of $3.8 million.

The GAAP and non-GAAP results for fiscal 2006 include an after-tax charge of $2.2 million, or 5 cents per share, for legal and accounting expenses associated with our stock option accounting investigation and restatement.

The company's cash and short-term investments at the end of the quarter totaled $241 million. The company did not purchase any shares in the open market in the fourth quarter of fiscal 2006. The company's existing repurchase authorization, under which approximately 10 million shares remain available for repurchase, expires on September 30, 2007.

The above amounts reflect the restatement of the company's previously issued consolidated financial statements, which were recently filed with the Securities and Exchange Commission.

"Overall, we achieved double-digit growth in software license revenue and total revenue for the fourth quarter and for the full fiscal year. Our Progress(R) OpenEdge(R) division and our DataDirect Technologies(R) division, which includes the DataDirect(R) Shadow(R) mainframe integration products acquired earlier this year, performed extremely well this quarter and for the entire fiscal year," stated Joseph Alsop, co-founder and chief executive officer of Progress Software. "Our Enterprise Infrastructure product line was slightly down this quarter, but achieved double-digit software license revenue and total revenue growth for the year, with Data Services products performing less than anticipated and Sonic and Apama products demonstrating solid growth."

Other Developments

On December 19, 2006, the Board of Directors elected Michael Mark, who is currently serving as an independent member of our Board of Directors, as Non-Executive Chairman of the Board of Directors and appointed Chuck Kane, who joined the board in November, as Chairman of the Audit Committee of our Board of Directors.

In June 2006, we announced that we had received an informal inquiry from the SEC regarding our option-granting practices. On December 19, 2006, the SEC informed us that it had issued a formal order of investigation.

Highlights

DataDirect Technologies announced the launch of XQuery.com (www.xquery.com). The Web site provides software developers and IT architects with a comprehensive resource for navigating the complexity of today's application architectures via the power of XQuery - the XML Query Language under development by the World Wide Web Consortium (W3C).

http://www.progress.com/xquerylaunch

Progress Software announced that Expedia, Inc., the world's leading online travel company, has selected Progress Sonic products as the messaging infrastructure for its reservation system.

http://www.progress.com/expedia

Progress Software announced that leading Korean financial IT vendor, Koscom, has selected the Progress(R) Apama(R) algorithmic trading platform to enable algorithmic trading on the Korea Exchange (KRX). In addition, Progress and Koscom have entered into a strategic partnership, whereby Koscom will develop a localized version of the Apama platform for distribution in Asia. This partnership makes the Apama platform the first commercial algorithmic trading system available in Korea.

http://www.progress.com/koscom

DataDirect Technologies announced its acquisition of OpenAccess Software, Inc., a provider of development toolkits for rapid development of ODBC and JDBC drivers, as well as ADO.NET and OLE DB providers.

http://www.progress.com/openaccess

Significant New Customer and Partner Wins, New Technology Adoptions, and Major Deployments

Significant new partners and customers adopting technology from Progress Software operating companies, or deploying solutions using Progress technology, include: Federal Retirement Thrift Investment Board, Fidelity Information Services, Gesenu Spa, Global DVD Ltd, Group Mutuel, Hernando County Property Appraiser, IRI Ubiteq, Journal Sentinel Inc., Kuraray Company, Mercedes-Benz USA, Mississippi Lime Company, New York City Housing Authority, Nord-West Oelleitung GMBH, Normah Medical Specialists, Open Integration Incorporate, Operax, Orange Lake Resort & Country Club, Plamatels Corporation, Public School Retirement Systems, Rex Materials Inc., Scottish Power PLC., Shin Nikkei Company Ltd., Sincor, Somerfield Stores Ltd., Sonofon, Star Garment Company Ltd., State of Maryland, T&K Toka Company Ltd., Trust Solutions., Unitrin Services Company, Valley Medial Center, Ventura Foods, Visiting Nurse Service of New York and Vocel Inc.

Significant existing partners and customers adopting technology from different Progress Software operating companies, or making substantial additional deployments of Progress technology, include: A.O. Smith Electrical Products, Alliance One, Altivity Packaging, Banco Hipotecario S.A., BANK DELEN, Banque Privee Edmond de Rothschild, Beneficiencia Medica Brasileira, Bolsa Mexicana de Valores, Bristol Group S.A., City of San Francisco, El Comercio Cia.de Seguros, Conseco Services, DBS Bank Ltd., Del Monte Foods, Federal Home Loan Bank, Freedom Mortgage, Homeserve GB Ltd., Imprivata, Inc., Imtac, Inva Spa, Kal Tire, Laboratorios Combix, Micro Electronics Inc., Mikaru, Norfolk Southern, O'Neill Europe, Origin Energy Services Ltd., Ouro Fino Saude Animal Ltda, Purolator Courier Ltd., Quicken Loans, Rakuten Inc., Reimbursement Technologies Inc., Sanmina-SCI, SELESTA S.P.A., Teacher Housing Authority NS, Technological Resources Ltd., Telmex, Tecsidel, Toemda Soriana, Tintas Coral Ltda., Wachovia Corporation, Wells Fargo & Company, Wolf Informatik GmbH, Yui Co. Ltd. and Zacharias Group.

Business Outlook

The company is providing the following guidance for the fiscal year ending November 30, 2007:

  • Revenue is expected to be in the range of $465 million to $475 million.
  • GAAP diluted earnings per share are expected to be in the range of $1.07 to $1.14.
  • On a non-GAAP basis, diluted earnings per share are expected to be in the range of $1.65 to $1.72.
  • The non-GAAP projections exclude after-tax charges of approximately $15 million (34 cents per share) for stock-based compensation and approximately $11 million (24 cents per share) for amortization of acquired intangibles.
  • The GAAP and non-GAAP projections exclude any costs associated with the stock option inquiry and restatement, shareholder-related litigation and the current or any future investigations by regulatory agencies.

The company is providing the following guidance for the first fiscal quarter ending February 28, 2007:

  • Revenue is expected to be in the range of $110 million to $112 million.
  • GAAP diluted earnings per share are expected to be in the range of 18 cents to 20 cents.
  • On a non-GAAP basis, diluted earnings per share are expected to be in the range of 34 cents to 36 cents.
  • The non-GAAP projections exclude after-tax charges of approximately $4 million (9 cents per share) for stock-based compensation and $3 million (7 cents per share) for amortization of acquired intangibles.
  • The GAAP and non-GAAP projections exclude any costs associated with the stock option inquiry and restatement, shareholder-related litigation and the current or any future investigations by regulatory agencies.

Legal Notice Regarding Non-GAAP Financial Information

The company provides non-GAAP operating income, net income and earnings per share as additional information for investors. These measures are not in accordance with, or an alternative to, generally accepted accounting principles in the United States (GAAP). Such measures are intended to supplement GAAP and may be different from non-GAAP measures used by other companies. The company 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 of the company 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.

Conference Call

PSC's conference call to discuss its fourth quarter results will be Webcast live today at 9:00 a.m. Eastern via CCBN on the company's Web site, located at www.progress.com/investors. The call will also be Webcast live via Yahoo (www.yahoo.com), Motley Fool (www.fool.com), Streetevents (www.streetevents.com), TD Waterhouse (www.tdwaterhouse.com) and Fidelity.com (www.fidelity.com). An archived version of the conference call will be available for replay.

About Progress Software Corporation

Progress Software Corporation (Nasdaq: PRGS) provides application infrastructure software for the development, deployment, integration and management of business applications. Our goal is to maximize the benefits of information technology while minimizing its complexity and total cost of ownership. Progress can be reached at www.progress.com or +1-781-280-4000.

Safe Harbor Statement

Except for the historical information and discussions contained herein, statements contained in this release may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, including but not limited to the following: the receipt and shipment of new orders, the timely release of enhancements to the company's products, the growth rates of certain market segments, the positioning of the company's products in those market segments, variations in the demand for customer service and technical support, pricing pressures and the competitive environment in the software industry, business and consumer use of the Internet, and the company's ability to penetrate international markets and manage its international operations; unanticipated consequences of the restatement; the risk that the Nasdaq Stock Market will delist the company's common stock; risks associated with the SEC's formal investigation of the company's option-grant practices; the risk that the company will face additional claims and proceedings in connection with those stock option grant practices, including additional shareholder litigation and additional proceedings by the other governmental agencies; and the financial impact of the foregoing, including potentially significant litigation defense costs and claims for indemnification and advancement of expenses by directors, officers and others. The company undertakes no obligation to update information contained in this release. For further information regarding risks and uncertainties associated with the company's business, please refer to the company's filings with the Securities and Exchange Commission.

Progress, Actional, DataDirect, OpenEdge, Sonic ESB, Apama, EasyAsk,
     DataDirect Technologies, Shadow, DataXtend, ObjectStore, and
Progress OpenEdge are trademarks or registered trademarks of Progress
 Software Corporation or one of its subsidiaries or affiliates in the
   U.S. and other countries. Any other trademarks or service marks
     contained herein are the property of their respective owners.

Progress Software Corporation
Condensed Consolidated Statements of Income

                                              Three Months Ended
                                         -----------------------------

                                         November   November
(In thousands except per share data)       30,        30,     Percent
                                           2006       2005     Change
----------------------------------------------------------------------

Revenue:
     Software licenses                   $49,412    $44,084       12 %
     Maintenance and services             72,782     63,873       14 %
                                         -------------------
          Total revenue                  122,194    107,957       13 %
                                         -------------------
Costs of revenue:
     Cost of software licenses             1,380      2,505
     Cost of maintenance and services     16,796     14,048
      Amortization of purchased
       technology                          2,378      1,350
                                         -------------------
          Total costs of revenue          20,554     17,903       15 %
                                         -------------------
Gross profit                             101,640     90,054       13 %
                                         -------------------
Operating expenses:
     Sales and marketing                  54,050     43,592
     Product development                  19,708     15,465
     General and administrative           16,358     10,584
     Amortization of other acquired
      intangibles                          2,030      1,188
     Acquisition-related expenses, net        15        653
                                         -------------------
          Total operating expenses        92,161     71,482       29 %
                                         -------------------
Income from operations                     9,479     18,572      (49)%
Other income, net                          1,757      1,557
                                         -------------------
Income before provision for income taxes  11,236     20,129      (44)%
Provision for income taxes                 4,332      6,571
                                         -------------------
Net income                                $6,904    $13,558      (49)%
                                         -------------------
Earnings per share:
     Basic                                 $0.17      $0.34      (50)%
     Diluted                               $0.16      $0.32      (50)%
                                         -------------------
Weighted average shares outstanding:
     Basic                                41,207     39,953        3 %
     Diluted                              43,643     42,962        2 %
                                         -------------------


Non-GAAP Condensed Consolidated Statements of Income


                                         Three Months Ended November
                                                   30, 2006
                                        ------------------------------

                                           As
(In thousands except per share data)     Reported Adjustments Non-GAAP
------------------------------------------------- ----------- --------

Revenue:
     Software licenses                   $49,412              $49,412
    Maintenance and services              72,782               72,782
                                        --------- ----------- --------
       Total revenue                     122,194              122,194
                                        --------- ----------- --------
Costs and expenses:
     Cost of software licenses (1)         1,380         (38)   1,342
    Cost of maintenance and services (1)
     (2)                                  16,796        (441)  16,355
    Amortization
    of purchased tech
    nology                                 2,378      (2,378)       -
                                        --------- ----------- --------
       Total costs of revenue             20,554      (2,857)  17,697
                                        --------- ----------- --------
Gross profit                             101,640       2,857  104,497
                                        --------- ----------- --------
Operating expenses:
     Sales and marketing (1) (2)          54,050      (2,281)  51,769
    Product development (1) (2)           19,708      (1,422)  18,286
     General and admini
     strative (1) (2)                     16,358      (2,012)  14,346
    Amortization of other acquired int-
    angibles                               2,030      (2,030)       -
    Acquisition-related expenses, net         15         (15)       -
                                        --------- ----------- --------
       Total costs and expenses           92,161      (7,760)  84,401
                                        --------- ----------- --------
Income from operations                     9,479      10,617   20,096
Other income, net                          1,757                1,757
                                        --------- ----------- --------
Income before provision for income taxes  11,236      10,617   21,853
Provision for income taxes                 4,332       3,419    7,751
                                        --------- ----------- --------
Net income                                $6,904      $7,198  $14,102
                                        --------- ----------- --------
Earnings per share:
     Basic                                 $0.17                $0.34
     Diluted                               $0.16                $0.32
                                        --------- ----------- --------
Weighted average shares outstanding:
     Basic                                41,207               41,207
     Diluted                              43,643               43,643
                                        --------- ----------- --------



                                Three Months Ended November 30, 2005
                               ---------------------------------------


(In thousands except per share    As                          Percent
 data)                          Reported Adjustments Non-GAAP  Change
---------------------------------------- ----------- -------- --------

Revenue:
     Software licenses          $44,084              $44,084      12 %
    Maintenance and services     63,873               63,873      14 %
                              ---------- ----------- --------
       Total revenue            107,957              107,957      13 %
                              ---------- ----------- --------
Costs and expenses:
     Cost of software licenses
      (1)                         2,505          (4)   2,501
    Cost of maintenance and
     services (1) (2)            14,048         (52)  13,996
    Amortization
    of purchased tech
    nology                        1,350      (1,350)       -
                              ---------- ----------- --------
       Total costs of revenue    17,903      (1,406)  16,497
                              ---------- ----------- --------
Gross profit                     90,054       1,406   91,460
                              ---------- ----------- --------
Operating expenses:
     Sales and marketing (1)
      (2)                        43,592        (291)  43,301
    Product development (1)
     (2)                         15,465        (169)  15,296
     General and admini
     strative (1) (2)            10,584        (202)  10,382
    Amortization of other
     acquired int-
    angibles                      1,188      (1,188)       -
    Acquisition-related
     expenses, net                  653        (653)       -
                              ---------- ----------- --------
       Total costs and
        expenses                 71,482      (2,503)  68,979      22 %
                              ---------- ----------- --------
Income from operations           18,572       3,909   22,481     (11)%
Other income, net                 1,557                1,557
                              ---------- ----------- --------
Income before provision for
 income taxes                    20,129       3,909   24,038      (9)%
Provision for income taxes        6,571       1,275    7,846
                              ---------- ----------- --------
Net income                      $13,558      $2,634  $16,192     (13)%
                              ---------- ----------- --------
Earnings per share:
     Basic                        $0.34                $0.41     (17)%
     Diluted                      $0.32                $0.38     (16)%
                              ---------- ----------- --------
Weighted average shares
 outstanding:
     Basic                       39,953               39,953       3 %
     Diluted                     42,962               42,962       2 %
                              ---------- ----------- --------



(1) Non-GAAP adjustments represent amounts recorded for stock-based
 compensation in these costs and expenses
(2) Non-GAAP adjustments also include an accrual for payments to be
 made to current and former employees for options that were cancelled
 or expired during suspension of the issuance of shares under the
 company's option plans and reimbursements for excise taxes resulting
 from the exercise of below market options in fiscal 2006


Progress Software Corporation
Condensed Consolidated Statements of Income

                                             Twelve Months Ended
                                       -------------------------------

                                       November    November   Percent
(In thousands except per share data)    30, 2006    30, 2005   Change
----------------------------------------------------------------------

Revenue:
     Software licenses                 $175,845    $156,846       12 %
     Maintenance and services           271,218     248,530        9 %
                                       ---------------------
          Total revenue                 447,063     405,376       10 %
                                       ---------------------
Costs of revenue:
     Cost of software licenses            7,441       8,170
     Cost of maintenance and services    61,196      55,752
      Amortization of purchased
       technology                         8,150       5,122
                                       ---------------------
          Total costs of revenue         76,787      69,044       11 %
                                       ---------------------
Gross profit                            370,276     336,332       10 %
                                       ---------------------
Operating expenses:
     Sales and marketing                186,286     158,544
     Product development                 77,269      64,010
     General and administrative          56,571      43,345
     Amortization of other acquired
      intangibles                         7,358       4,277
     Compensation expense from
      repurchase of subsidiary stock
      options                                 -       2,803
     Acquisition-related expenses, net    1,849       3,403
                                       ---------------------
          Total operating expenses      329,333     276,382       19 %
                                       ---------------------
Income from operations                   40,943      59,950      (32)%
Other income, net                         4,640       3,099
                                       ---------------------
Income before provision for income
 taxes                                   45,583      63,049      (28)%
Provision for income taxes               16,182      16,792
                                       ---------------------
Net income                              $29,401     $46,257      (36)%
                                       ---------------------
Earnings per share:
     Basic                                $0.72       $1.21      (40)%
     Diluted                              $0.68       $1.12      (39)%
                                       ---------------------
Weighted average shares outstanding:
     Basic                               40,976      38,227        7 %
     Diluted                             43,269      41,424        4 %
                                       ---------------------



Non-GAAP Condensed Consolidated Statements of Income


                                        Twelve Months Ended November
                                                   30, 2006
                                       -------------------------------

                                          As
(In thousands except per share data)    Reported Adjustments Non-GAAP
------------------------------------------------ ----------- ---------

Revenue:
     Software licenses                 $175,845              $175,845
     Maintenance and services           271,218               271,218
                                       --------- ----------- ---------
          Total revenue                 447,063               447,063
                                       --------- ----------- ---------
Costs and expenses:
     Cost of software licenses (1)        7,441        (148)    7,293
     Cost of maintenance and services
      (1) (2)                            61,196      (1,692)   59,504
      Amortization of purchased
       technology                         8,150      (8,150)        -
                                       --------- ----------- ---------
          Total costs of revenue         76,787      (9,990)   66,797
                                       --------- ----------- ---------
Gross profit                            370,276       9,990   380,266
                                       --------- ----------- ---------
Operating expenses:
     Sales and marketing (1) (2)        186,286      (8,560)  177,726
     Product development (1) (2)         77,269      (5,281)   71,988
     General and administrative (1) (2)  56,571      (7,387)   49,184
     Amortization of other acquired
      intangibles                         7,358      (7,358)        -
     Compensation expense from
      repurchase of subsidiary stock
      options                                 -           -         -
     Acquisition-related expenses, net    1,849      (1,849)        -
                                       --------- ----------- ---------
          Total costs and expenses      329,333     (30,435)  298,898
                                       --------- ----------- ---------
Income from operations                   40,943      40,425    81,368
Other income, net                         4,640                 4,640
                                       --------- ----------- ---------
Income before provision for income
 taxes                                   45,583      40,425    86,008
Provision for income taxes               16,182      13,061    29,243
                                       --------- ----------- ---------
Net income                              $29,401     $27,364   $56,765
                                       --------- ----------- ---------
Earnings per share:
     Basic                                $0.72                 $1.39
     Diluted                              $0.68                 $1.31
                                       --------- ----------- ---------
Weighted average shares outstanding:
     Basic                               40,976                40,976
     Diluted                             43,269                43,269
                                       --------- ----------- ---------




                               Twelve Months Ended November 30, 2005
                             -----------------------------------------


(In thousands except per        As                            Percent
 share data)                  Reported  Adjustments Non-GAAP   Change
-------------------------------------- ------------ --------- --------

Revenue:
     Software licenses       $156,846               $156,846      12 %
     Maintenance and
      services                248,530                248,530       9 %
                            ---------- ------------ ---------
          Total revenue       405,376                405,376      10 %
                            ---------- ------------ ---------
Costs and expenses:
     Cost of software
      licenses (1)              8,170          (20)    8,150
     Cost of maintenance and
      services (1) (2)         55,752         (202)   55,550
      Amortization of
       purchased technology     5,122       (5,122)        -
                            ---------- ------------ ---------
          Total costs of
           revenue             69,044       (5,344)   63,700
                            ---------- ------------ ---------
Gross profit                  336,332        5,344   341,676
                            ---------- ------------ ---------
Operating expenses:
     Sales and marketing (1)
      (2)                     158,544       (1,050)  157,494
     Product development (1)
      (2)                      64,010         (571)   63,439
     General and
      administrative (1) (2)   43,345         (902)   42,443
     Amortization of other
      acquired intangibles      4,277       (4,277)        -
     Compensation expense
      from repurchase of
      subsidiary stock
      options                   2,803       (2,803)        -
     Acquisition-related
      expenses, net             3,403       (3,403)        -
                            ---------- ------------ ---------
          Total costs and
           expenses           276,382      (13,006)  263,376      13 %
                            ---------- ------------ ---------
Income from operations         59,950       18,350    78,300       4 %
Other income, net               3,099                  3,099
                            ---------- ------------ ---------
Income before provision for
 income taxes                  63,049       18,350    81,399       6 %
Provision for income taxes     16,792        9,793    26,585
                            ---------- ------------ ---------
Net income                    $46,257       $8,557   $54,814       4 %
                            ---------- ------------ ---------
Earnings per share:
     Basic                      $1.21                  $1.43      (3)%
     Diluted                    $1.12                  $1.32      (1)%
                            ---------- ------------ ---------
Weighted average shares
 outstanding:
     Basic                     38,227                 38,227       7 %
     Diluted                   41,424                 41,424       4 %
                            ---------- ------------ ---------



(1) Non-GAAP adjustments represent amounts recorded for stock-based
 compensation in these costs and expenses
(2) Non-GAAP adjustments also include an accrual for payments to be
 made to current and former employees for options that were cancelled
 or expired during suspension of the issuance of shares under the
 company's option plans and reimbursements for excise taxes resulting
 from the exercise of below market options in fiscal 2006


Progress Software Corporation
Condensed Consolidated Balance Sheets

                                                   November  November
                                                      30,       30,
(In thousands)                                       2006      2005
----------------------------------------------------------------------

Assets
Cash and short-term investments                    $241,315  $266,420
Accounts receivable, net                             82,762    66,592
Other current assets                                 36,062    28,192
                                                   -------------------
    Total current assets                            360,139   361,204
                                                   -------------------
Property and equipment, net                          57,585    42,816
Goodwill and intangible assets, net                 232,927   132,187
Other assets                                         19,588    25,508
                                                   -------------------
                Total                              $670,239  $561,715
                                                   -------------------

Liabilities and shareholders' equity
Accounts payable and other current liabilities      $93,195   $77,428
Short-term deferred revenue                         120,974    99,697
                                                   -------------------
     Total current liabilities                      214,169   177,125
                                                   -------------------
Long-term debt                                        1,657     1,938
Long-term deferred revenue                            6,355     5,068
Other liabilities                                     3,494     3,580
Shareholders' equity:
     Common stock and additional paid-in capital    197,748   155,205
     Retained earnings                              246,816   218,799
                                                   -------------------
                Total shareholders' equity          444,564   374,004
                                                   -------------------
                Total                              $670,239  $561,715
                                                   -------------------


Condensed Consolidated Statements of Cash Flows

                                                   Twelve Months Ended
                                                       November 30,
                                                   -------------------
(In thousands except per share data)                 2006      2005
----------------------------------------------------------------------

Cash flows from operations:
     Net income                                     $29,401   $46,257
     Depreciation, amortization and other noncash
      charges                                        48,084    20,934
     Tax benefit from stock plans                     1,064    17,745
     Other changes in operating assets and
      liabilities                                   (11,882)   (4,306)
                                                   -------------------
                Net cash flows from operations       66,667    80,630
Capital expenditures                                (21,738)  (10,909)
Acquisitions, net of cash acquired                  (78,040)  (31,488)
Share issuances, net of repurchases                      53    43,481
Other                                                 7,953    (6,561)
                                                   -------------------
Net change in cash and short-term investments       (25,105)   75,153
Cash and short-term investments, beginning of
 period                                             266,420   191,267
                                                   -------------------
Cash and short-term investments, end of period     $241,315  $266,420
                                                   -------------------

SOURCE:
Progress Software Corporation

CONTACTS:
Progress Software Corporation
John Stewart, 781-280-4101
jstewart@progress.com

Schwartz Communications, Inc.
John Moran, 781-684-0770
progress@schwartz-pr.com

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Progress Software