Progress Software Reports 2008 Third Quarter Results

Apama CEP Continues to Gain Traction; IONA and Mindreef Acquired

BEDFORD, Mass., (BUSINESS WIRE)
18-Sep-2008

 

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 third quarter ended August 31, 2008. Revenue for the quarter was $127 million, up 4 percent (down 1 percent at constant currency) from $122 million in the third quarter of fiscal 2007. Software license revenue increased 5 percent (up 1 percent at constant currency) to $46.0 million from $44.0 million in the same quarter last year.

On a generally accepted accounting principles (GAAP) basis, operating income increased 2 percent to $18.1 million from $17.8 million in the third quarter of fiscal 2007. Net income decreased 4 percent to $12.5 million from $13.0 million in the same quarter last year. Diluted earnings per share was the same as in the third quarter of fiscal 2007 at 30 cents.

On a non-GAAP basis, operating income was the same as in the third quarter of fiscal 2007 at $27.2 million. Non-GAAP net income decreased 2 percent to $19.0 million from $19.4 million in the same quarter last year and non-GAAP diluted earnings per share increased 2 percent to 45 cents per share from 44 cents in the third quarter of fiscal 2007.

The non-GAAP results in the third quarter of fiscal 2008 exclude after-tax charges of $2.8 million for stock-based compensation, $2.9 million for amortization of acquired intangibles and $0.8 million for professional services fees associated with the investigation and shareholder derivative lawsuits related to the company's historical stock option grant practices. The non-GAAP results in the third quarter of fiscal 2007 exclude after-tax charges of $2.9 million for stock-based compensation, $2.9 million for amortization of acquired intangibles and $0.6 million for professional services fees associated with the investigation and shareholder derivative lawsuits related to the company's historical stock option grant practices.

The non-GAAP results noted above and the non-GAAP financial outlook for 2008 and 2009 discussed below, represent non-GAAP financial measures. A reconciliation of these measures to the appropriate GAAP measures, for the three and nine months ended August 31, 2008 and 2007, and the 2008 and 2009 outlook, as well as further information regarding these measures, is included in the condensed financial information provided with this release.

The company's cash and short-term investments at the end of the third quarter totaled $231 million. In addition, the company had approximately $52 million in investments related to municipal and student loan auction rate securities that were classified as non-current on the balance sheet because these securities failed to clear at auction and the company is currently unable to sell these securities in the market. The failed auctions have resulted in higher interest rates being earned on these securities, but the investments currently lack short-term liquidity.

The company repurchased 1.7 million of its shares at a cost of $45.4 million in the third quarter of fiscal 2008. On September 16, 2008, the board of directors authorized the repurchase of up to 10 million shares of the company's outstanding common stock, at such times and at such prices as the company deems such purchases to be an effective use of cash, during the period from October 1, 2008, through September 30, 2009. The company's existing repurchase authorization, under which approximately 5.7 million shares remain available for repurchase, expires on September 30, 2008.

Joseph Alsop, co-founder and chief executive officer of Progress Software, stated: "Our results for fiscal Q3 were solid, with strong profitability, despite the increasing turmoil in certain markets we serve. We are particularly pleased by the strong performance delivered by our Apama, DataDirect, and DataXtend Semantic Integrator product lines and we are pleased to welcome many outstanding people from IONA to the Progress Software organization. However, based on the less certain outlook and recent strengthening of the U.S. dollar relative to international currencies in which we do business, we are adopting a more conservative stance with respect to our business outlook for the fourth quarter and fiscal 2009."

    Quarterly Highlights

    --  Progress Software and IONA Technologies plc, an established
        supplier of software integration technology, jointly announced
        on June 25, 2008 that they signed a definitive agreement under
        which Progress Software agreed to acquire IONA for $4.05 per
        share in cash. Upon completion of the transaction, which
        occurred on September 12, 2008, Progress acquired IONA for an
        aggregate purchase price of approximately $162 million and
        approximately $107 million net of cash and marketable
        securities reported on June 30, 2008. The acquisition of IONA
        strengthens Progress' position as the industry choice for
        truly independent, heterogeneous Service Oriented Architecture
        (SOA) infrastructure. IONA products complement the Progress
        SOA Portfolio with leading edge, best-in-class technology with
        the widest variety of heterogeneous deployment options and
        interoperability (www.progress.com/iona).

    --  Progress Software announced the acquisition of privately owned
        Mindreef, Inc., the SOA Quality Company on June 30, 2008.
        Mindreef develops and markets the award-winning Mindreef(R)
        SOAPscope(R) products, which enable different IT users such as
        business analysts, system architects, application developers,
        testers, operations, and support staff to build, deploy, and
        maintain better software at each phase of an SOA, Web service
        or composite application development lifecycle. With the
        combination of Actional(TM) and SOAPscope, Progress is the
        first and only company to address the entire SOA lifecycle
        with best-in-class SOA quality and validation capabilities and
        industry-leading runtime governance capabilities
        (www.progress.com/mindreef).

    --  Progress continues to lead CEP innovation with the launch of
        Progress(R) Apama(R) 4.0. Apama 4.0 reduces end-to-end latency
        of CEP applications five-fold with the introduction of an
        enhanced communications infrastructure. The Apama platform is
        the industry's leading CEP environment, supporting
        applications that monitor rapidly moving event streams,
        detecting patterns, and initiating action - now with
        sub-millisecond latency. The Apama CEP technology offers
        business users a new dimension of real-time analytics, pattern
        and opportunity recognition, and event management
        (www.progress.com/apamafour).

    --  Progress Software and NYSE Euronext Advanced Trading
        Solutions, a unit of NYSE Euronext, announced a partnership
        that enables NYSE Euronext Advanced Trading Solutions to offer
        its customers new complex event processing (CEP) capabilities
        for algorithmic trading, real-time risk management, and smart
        order routing, which will be provided by the Progress(R)
        Apama(R) CEP platform. NYSE Euronext Advanced Trading
        Solutions will provide traders with access to the Apama CEP
        services from its new, hosted trading platform -- the SFTI
        (Secure Financial Transaction Infrastructure) Community
        Platform (www.progress.com/nyse).

    --  McCamish Systems, a premier supplier of Business Processing
        Outsourcing (BPO) solutions to the insurance industry,
        selected and deployed the Progress(R) Sonic(R) ESB platform to
        create a service oriented architecture (SOA) that will help
        them provide integrated services to their BPO clients.
        (www.progress.com/mccamish).

    --  Frontier Communications implemented Progress DataXtend(R)
        Semantic Integrator (SI) to reconcile data definitions between
        systems to enable data integration based on a common model.
        Frontier chose DataXtend SI as a critical piece of a larger
        customer relationship management (CRM) project designed to
        minimize customer handoffs and increase their up-selling
        opportunities (www.progress.com/citizens).

    --  DataDirect Technologies announced the availability of the
        DataDirect(R) Data Integration Suite. The new offering
        combines DataDirect Technologies' existing XML-based
        technologies in one package with a single, simple
        installation. The DataDirect Data Integration Suite provides
        the technical features and bottom-line benefits that
        positively impact an IT organization. It also saves
        development time and resources, and speeds the delivery of
        needed information to enterprise applications and end-users
        (www.progress.com/integration_suite).

    --  Progress Software partnered with Radboud University of
        Nijmegen to conduct a health study at the world's largest
        walking event -- the '92nd Four Days Marches of Nijmegen',
        where more than 40,000 participants cover distances of 18 to
        31 miles per day over four-days. The study used Progress Apama
        complex event processing (CEP) technology to monitor and
        record the temperature of participants as they took part in
        the walk. Real-time data was monitored directly from the
        volunteers, who were equipped with a receiver (a pill that
        each participant swallowed) and a GPS-enabled mobile phone.
        Temperatures were recorded every ten seconds and automatically
        transmitted to an operations center.
        (www.progress.com/radboud).

    Customer Highlights

The following organizations became new Progress customers or partners, adopted additional Progress technologies, or made major deployments of Progress technologies in the past quarter:

Ameri-Forge, Boiron Laboratories, Boston Scientific, Concordia College Coventry University, Fortress Investment Group, GexPro, Gymboree, Hubspan, HVB Information Services, Itella, Jan de Rijk Logistics, JD Power and Associates, Lacent, Lufthansa Systems Airline, Malla Industrial, Manutan International, Merkle, Metro Health Hospital, Microsens, Network Norway, Paragon Solutions, Pearson Education, Pellizari, Petro-Canada Oil, Presbyterian HealthCare Services, RR Donnelley Technology, Scepter Corporation, Suinoculture Cooperative, Standard Chartered Bank, State of Montana, TecBan, Tekmark Global Solutions, US Xpress Enterprises, Wireless Information Network, White Birch Paper and Zanotti.

Business Outlook

The company is providing the following guidance for the fiscal year ending November 30, 2008:

    --  GAAP revenue is expected to be in the range of $519 million to
        $523 million.

    --  Non-GAAP revenue is expected to be in the range of $522
        million to $526 million.

    --  GAAP diluted earnings per share are expected to be in the
        range of $1.02 to $1.06.

    --  Non-GAAP diluted earnings per share are expected to be in the
        range of $1.89 to $1.91.

The company is providing the following guidance for the fourth fiscal quarter ending November 30, 2008:

    --  GAAP revenue is expected to be in the range of $143 million to
        $147 million.

    --  Non-GAAP revenue is expected to be in the range of $146
        million to $150 million.

    --  GAAP diluted earnings per share are expected to be in the
        range of 10 cents to 14 cents.

    --  Non-GAAP diluted earnings per share are expected to be in the
        range of 55 cents to 57 cents.

The company is providing the following guidance for the fiscal year ending November 30, 2009:

    --  GAAP revenue is expected to be in the range of $579 million to
        $594 million.

    --  Non-GAAP revenue is expected to be in the range of $585
        million to $600 million.

    --  GAAP diluted earnings per share are expected to be in the
        range of $1.30 to $1.40.

    --  Non-GAAP diluted earnings per share are expected to be in the
        range of $2.05 to $2.15.

The non-GAAP projections exclude stock-based compensation, amortization of acquired intangibles, restructuring and acquisition-related expenses, purchase accounting adjustments to deferred revenue and professional services fees associated with our ongoing stock option investigation and derivative lawsuits.

Legal Notice Regarding Non-GAAP Financial Information

The company provides non-GAAP revenue, 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

The Progress Software conference call to discuss its fiscal third quarter 2008 results and business outlook will be Webcast live today at 9:00 a.m. Eastern Daylight Time 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 on the Progress website (www.progress.com), together with the slide presentation for the call, under the investor relations page.

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, which include statements regarding the company's business outlook, 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 professional services and technical support; pricing pressures and the competitive environment in the software industry; business and consumer use of the Internet; the company's ability to complete and integrate acquisitions; the company's ability to realize the expected benefits and anticipated synergies from acquired businesses; the company's ability to penetrate international markets and manage its international operations; changes in exchange rates; unanticipated consequences of the restatement completed in December 2006; risks associated with the SEC's formal investigation of the company's option-grant practices and pending shareholder litigation relating to such 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.

Actional, Apama, DataDirect, DataXtend, IONA, OpenEdge, Sonic, and Progress 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 contained herein are the property of their respective owners.

Progress Software Corporation
GAAP Condensed Consolidated Statements of Income

                                             Three Months Ended
                                      --------------------------------
                                      August 31, August 31,  Percent
(In thousands except per share data)        2008        2007  Change
----------------------------------------------------------------------

Revenue:
     Software licenses                $   45,998 $    44,011       5 %
     Maintenance and services             80,622      77,793       4 %
                                      ----------------------
          Total revenue                  126,620     121,804       4 %
                                      ----------------------
Costs of revenue:
     Cost of software licenses             3,219       2,109      53 %
     Cost of maintenance and services     16,558      16,915      (2)%
      Amortization of purchased
       technology                          2,958       2,496      19 %
                                      ----------------------
          Total costs of revenue          22,735      21,520       6 %
                                      ----------------------
Gross profit                             103,885     100,284       4 %
                                      ----------------------
Operating expenses:
     Sales and marketing                  48,367      47,644       2 %
     Product development                  21,076      19,829       6 %
     General and administrative           14,966      13,188      13 %
     Amortization of other acquired
      intangibles                          1,369       1,820     (25)%
                                      ----------------------
          Total operating expenses        85,778      82,481       4 %
                                      ----------------------
Income from operations                    18,107      17,803       2 %
Other income, net                          2,640       2,270      16 %
                                      ----------------------
Income before provision for income
 taxes                                    20,747      20,073       3 %
Provision for income taxes                 8,210       7,026      17 %
                                      ----------------------
Net income                            $   12,537 $    13,047      (4)%
                                      ----------------------
Earnings per share:
     Basic                            $     0.31 $      0.31       0 %
     Diluted                          $     0.30 $      0.30       0 %
                                      ----------------------
Weighted average shares outstanding:
     Basic                                40,528      41,712      (3)%
     Diluted                              42,156      44,153      (5)%
                                      ----------------------



                                             Nine Months Ended
                                      --------------------------------
                                      August 31,  August 31,  Percent
                                            2008        2007   Change
                                      --------------------------------

Revenue:
     Software licenses                $  136,115 $   133,295       2 %
     Maintenance and services            240,014     223,380       7 %
                                      ----------------------
          Total revenue                  376,129     356,675       5 %
                                      ----------------------
Costs of revenue:
     Cost of software licenses             7,678       5,661      36 %
     Cost of maintenance and services     51,914      50,048       4 %
      Amortization of purchased
       technology                          8,449       7,480      13 %
                                      ----------------------
          Total costs of revenue          68,041      63,189       8 %
                                      ----------------------
Gross profit                             308,088     293,486       5 %
                                      ----------------------
Operating expenses:
     Sales and marketing                 142,367     138,034       3 %
     Product development                  59,512      61,013      (2)%
     General and administrative           46,259      47,248      (2)%
     Amortization of other acquired
      intangibles                          4,091       5,746     (29)%
                                      ----------------------
          Total operating expenses       252,229     252,041       0 %
                                      ----------------------
Income from operations                    55,859      41,445      35 %
Other income, net                          7,892       4,981      58 %
                                      ----------------------
Income before provision for income
 taxes                                    63,751      46,426      37 %
Provision for income taxes                23,907      16,250      47 %
                                      ----------------------
Net income                            $   39,844 $    30,176      32 %
                                      ----------------------
Earnings per share:
     Basic                            $     0.96 $      0.73      32 %
     Diluted                          $     0.92 $      0.69      33 %
                                      ----------------------
Weighted average shares outstanding:
     Basic                                41,416      41,319       0 %
     Diluted                              43,189      43,742      (1)%
                                      ----------------------

Progress Software Corporation
Reconciliation of GAAP to Non-GAAP Financial Measures


                                    Three Months Ended August 31,
                                                  2008
                                   ---------------------------------
                                          As
(In thousands except per share      Reported Adjustments  Non-GAAP
 data)
----------------------------------------------------------------------

Total revenue                      $126,620     $     -  $126,620

Income from operations             $ 18,107     $ 9,129  $ 27,236
                    Amortization
                     of acquired
                     intangibles     (4,327)      4,327         -
                    Stock option
                     investigation
                     (1)             (1,270)      1,270         -
                    Stock-based
                     compensation
                     (2)             (3,532)      3,532         -

Operating margin percentage            14.3%                 21.5%

Other income, net                  $  2,640     $     -  $  2,640

Effect on provision for income
 taxes from above
                    adjustments
                     (3)           $  8,210     $ 2,695  $ 10,905

Net income                         $ 12,537     $ 6,434  $ 18,971

Earnings per share - diluted       $   0.30              $   0.45

Weighted average shares
 outstanding - diluted               42,156                42,156

                                     Nine months Ended August 31,
                                                  2008
                                   ---------------------------------
                                          As
                                    Reported Adjustments   Non-GAAP
                                   -----------------------------------

Total revenue                      $376,129           -  $376,129

Income from operations             $ 55,859     $26,018  $ 81,877
                    Amortization
                     of acquired
                     intangibles    (12,540)     12,540         -
                    Stock option
                     investigation
                     (1)             (1,866)      1,866         -
                    Stock-based
                     compensation
                     (2)            (11,612)     11,612         -

Operating margin percentage            14.9%                 21.8%

Other income, net                  $  7,892     $     -  $  7,892

Effect on provision for income
 taxes from above adjustments (3)  $ 23,907     $ 7,961  $ 31,868

Net income                         $ 39,844     $18,057  $ 57,901

Earnings per share - diluted       $   0.92              $   1.34

Weighted average shares
 outstanding - diluted               43,189                43,189



                                Three Months Ended August 31, 2007
                             -----------------------------------------
                                     As                       Percent
(In thousands except per       Reported Adjustments  Non-GAAP  Change
 share data)
----------------------------------------------------------------------

Total revenue                 $121,804     $     -  $121,804       4 %

Income from operations        $ 17,803     $ 9,390  $ 27,193       0 %
              Amortization
               of acquired
               intangibles      (4,316)      4,316         -
              Stock option
               investigation
               (1)                (896)        896         -
              Stock-based
               compensation
               (2)              (4,178)      4,178         -

Operating margin percentage       14.6%                 22.3%

Other income, net             $  2,270     $     -  $  2,270      16 %

Effect on provision for
 income taxes from above
              adjustments
               (3)            $  7,026     $ 2,992  $ 10,018       9 %

Net income                    $ 13,047     $ 6,398  $ 19,445      (2)%

Earnings per share - diluted  $   0.30              $   0.44       2 %

Weighted average shares
 outstanding - diluted          44,153                44,153      (5)%

                                 Nine months Ended August 31, 2007
                             -----------------------------------------
                                     As                       Percent
                               Reported Adjustments  Non-GAAP  Change
                             -----------------------------------------

Total revenue                 $356,675           -  $356,675       5 %

Income from operations        $ 41,445     $34,566  $ 76,011       8 %
              Amortization
               of acquired
               intangibles     (13,226)     13,226         -
              Stock option
               investigation
               (1)              (3,333)      3,333         -
              Stock-based
               compensation
               (2)             (18,007)     18,007         -

Operating margin percentage       11.6%                 21.3%      2 %

Other income, net             $  4,981     $     -  $  4,981      58 %

Effect on provision for
 income taxes from above
 adjustments (3)              $ 16,250     $11,288  $ 27,538      16 %

Net income                    $ 30,176     $23,278  $ 53,454       8 %

Earnings per share - diluted  $   0.69              $   1.22      10 %

Weighted average shares
 outstanding - diluted          43,742                43,742      (1)%



(1) Stock option investigation expenses are included within general
     and administrative expenses and primarily represent professional
     services fees associated with the company's investigation and
     shareholder derivative lawsuits related to its historical stock
     option grant practices.

(2) Stock-based compensation expense is included in the following GAAP
     operating expenses:


                                         Three Months Ended August
                                                  31, 2008
                                        ----------------------------
                                            GAAP Adjustments   Non-
                                                                GAAP
                                        ------------------------------
                        Cost of
                         software
                         licenses       $    12    $    (12)   $-
                        Cost of
                         maintenance
                         and services       212        (212)    -
                        Sales and
                         marketing        1,335      (1,335)    -
                        Product
                         development        881        (881)    -
                        General and
                         administrative   1,092      (1,092)    -
                                        ------------------------------
                                        $ 3,532    $ (3,532)   $-
                                        ------------------------------

                                          Nine months Ended August
                                                   31, 2008
                                        ----------------------------
                                            GAAP Adjustments   Non-
                                                                GAAP
                                        ------------------------------
                        Cost of
                         software
                         licenses       $    48    $    (48)   $-
                        Cost of
                         maintenance
                         and services       705        (705)    -
                        Sales and
                         marketing        4,184      (4,184)    -
                        Product
                         development      2,737      (2,737)    -
                        General and
                         administrative   3,938      (3,938)    -
                                        ------------------------------
                                        $11,612    $(11,612)   $-
                                        -----------------------------



                                           Three Months Ended August
                                                    31, 2007
                                          ----------------------------
                                               GAAP Adjustments Non-
                                                                 GAAP
                                          ----------------------------
                          Cost of
                           software
                           licenses             24    $    (24) $-
                          Cost of
                           maintenance
                           and services        286        (286)  -
                          Sales and
                           marketing         1,499      (1,499)  -
                          Product
                           development         960        (960)  -
                          General and
                           administrative    1,409      (1,409)  -
                                          ----------------------------
                                           $ 4,178    $ (4,178) $-
                                          ----------------------------

                                           Nine months Ended August
                                                    31, 2007
                                          ----------------------------
                                               GAAP Adjustments Non-
                                                                 GAAP
                                          ----------------------------
                          Cost of
                           software
                           licenses        $    98    $    (98) $-
                          Cost of
                           maintenance
                           and services      1,153      (1,153)  -
                          Sales and
                           marketing         6,024      (6,024)  -
                          Product
                           development       3,827      (3,827)  -
                          General and
                           administrative    6,905      (6,905)  -
                                          ----------------------------
                                           $18,007    $(18,007) $-
                                          ----------------------------



    Amounts represent the fair value of equity awards under SFAS 123R.
     Stock-based compensation expense in the nine months ended August
     31, 2007 also includes the cash settlement of equity awards to
     former employees for options that were cancelled or expired
     during the suspension of the issuance of shares under the
     company's option plans, reimbursements for excise taxes resulting
     from the exercise of below market options in fiscal 2007 and the
     incremental effect of make-whole cash payments to members of the
     Compensation Committee for options that were cancelled.


(3) The non-GAAP provision for income taxes was calculated reflecting
     an effective rate of 36.5% and 35.5% for the three months and
     nine months ended August 31, 2008, respectively, and 34.0% for
     the three and nine months ended August 31, 2007. The difference
     between the effective tax rate under GAAP and the effective tax
     rate utilized in the preparation of non-GAAP financial measures
     primarily relates to the tax effects of stock-based compensation
     expense, which is excluded from the determination of Non-GAAP net
     income.

Progress Software Corporation
Condensed Consolidated Balance Sheets

                                               August 31, November 30,
(In thousands)                                       2008         2007
----------------------------------------------------------------------

Assets
Cash and short-term investments                $ 231,463     $339,525
Accounts receivable, net                          90,160       93,998
Other current assets                              32,852       30,900
                                               -----------------------
    Total current assets                         354,475      464,423
                                               -----------------------
Property and equipment, net                       63,045       64,949
Goodwill and intangible assets, net              208,076      208,988
Investments in auction-rate securities            51,526            -
Other assets                                      36,802       23,468
                                               -----------------------
                Total                          $ 713,924     $761,828
                                               -----------------------

Liabilities and shareholders' equity
Accounts payable and other current liabilities $  76,071     $ 92,983
Short-term deferred revenue                      137,821      135,487
                                               -----------------------
     Total current liabilities                   213,892      228,470
                                               -----------------------
Long-term deferred revenue                         9,169       11,200
Other liabilities                                  9,115        4,284
Shareholders' equity:
     Common stock and additional paid-in
      capital                                    207,206      240,647
     Retained earnings                           274,542      277,227
                                               -----------------------
                Total shareholders' equity       481,748      517,874
                                               -----------------------
                Total                          $ 713,924     $761,828
                                               -----------------------


Condensed Consolidated Statements of Cash
 Flows

                                                  Nine Months Ended
                                               -----------------------
                                               August 31,   August 31,
(In thousands except per share data)                 2008         2007
----------------------------------------------------------------------

Cash flows from operations:
     Net income                                $  39,844     $ 30,176
     Depreciation, amortization and other
      noncash items                               31,997       39,607
     Other changes in operating assets and
      liabilities                                (11,004)       2,053
                                               -----------------------
                Net cash flows from operations    60,837       71,836
Capital expenditures                              (6,024)     (14,625)
Investments in auction-rate securities           (54,400)           -
Acquisitions, net of cash acquired               (11,758)           -
Share repurchases, net of issuances              (86,617)       5,140
Other                                            (10,100)       3,305
                                               -----------------------
Net change in cash and short-term investments   (108,062)      65,656
Cash and short-term investments, beginning of
 period                                          339,525      241,315
                                               -----------------------
Cash and short-term investments, end of period $ 231,463     $306,971
                                               -----------------------
  
Progress Software Corporation
Reconciliation of Forward-Looking Guidance


Diluted Earnings Per Share Range
----------------------------------------------------------------------

                                                 Three Months Ended
                                                   November 30, 2008
                                                ----------------------

GAAP expectation                                      $0.10  -   $0.14

Adjustment to exclude stock-based compensation        $0.10  -   $0.10
Adjustment to exclude amortization of acquired
 intangibles                                          $0.10  -   $0.12
Adjustment to exclude purchase accounting
 adjustments(1)                                       $0.05  -   $0.05
Adjustment to exclude restructuring and
 acquisition-related(2)                               $0.16  -   $0.19
Adjustment to exclude professional services
 fees associated with ongoing stock option
 investigation and derivative lawsuits                $0.01  -   $0.02

                                                 ---------------------
Non-GAAP expectation                                  $0.55  -   $0.57
                                                 ---------------------


                                                 Twelve Months Ended
                                                   November 30, 2008
                                                ----------------------

GAAP expectation                                      $1.02  -   $1.06

Adjustment to exclude stock-based compensation        $0.30  -   $0.30
Adjustment to exclude amortization of acquired
 intangibles                                          $0.28  -   $0.30
Adjustment to exclude purchase accounting
 adjustments(1)                                       $0.05  -   $0.05
Adjustment to exclude restructuring and
 acquisition-related(2)                               $0.16  -   $0.19
Adjustment to exclude professional services
 fees associated with ongoing stock option
 investigation and derivative lawsuits                $0.03  -   $0.04

                                                 ---------------------
Non-GAAP expectation                                  $1.89  -   $1.91
                                                 ---------------------


                                                 Twelve Months Ended
                                                   November 30, 2009
                                                ----------------------

GAAP expectation                                      $1.30  -   $1.40

Adjustment to exclude stock-based compensation        $0.28  -   $0.31
Adjustment to exclude amortization of acquired
 intangibles                                          $0.35  -   $0.38
Adjustment to exclude purchase accounting
 adjustments(1)                                       $0.10  -   $0.10
Adjustment to exclude restructuring and
 acquisition-related(2)                               $0.02  -   $0.03
Adjustment to exclude professional services
 fees associated with ongoing stock option
 investigation and derivative lawsuits                $0.00  -   $0.03

                                                 ---------------------
Non-GAAP expectation                                  $2.05  -   $2.15
                                                 ---------------------


(1) Amount represents the estimated reduction in maintenance revenue
     for the period resulting from recording at fair value the balance
     of deferred revenue of IONA at the acquisition date under
     purchase accounting.

(2) The restructuring charge to be taken in the fourth quarter
     primarily relates to severance costs associated with reductions
     in the Progress workforce being made in connection with the
     company's transition and integration of IONA and the company's
     on-going cost management and strategic alignment activities.
     Acquisition- related expenses include estimates for in-process
     research and development and retention bonuses.

    CONTACT: Progress Software Corporation
             John Stewart, 781-280-4101
             jstewart@progress.com
             or
             Lewis PR
             Rich Young, 617-226-8842
             progress@lewispr.com

    SOURCE: Progress Software Corporation
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