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8-K - 8-K - PROGRESS SOFTWARE CORP /MAform8-kxq22013.htm
 
Exhibit 99.1


P R E S S A N N O U N C E M E N T
Investor Contact:
 
Press Contact:
Tom Barth
 
Rick Lacroix
Progress Software
 
Progress Software
+1 781 280 4135
 
+1 781 280 4604
tobarth@progress.com
 
rlacroix@progress.com

Progress Software Reports Strong 2013 Fiscal Second Quarter Results


BEDFORD, MA, June 26, 2013 (BUSINESSWIRE) — Progress Software Corporation (NASDAQ: PRGS), a global software company that simplifies and enables the development, deployment and management of business applications, today announced strong results for its fiscal second quarter ended May 31, 2013.

As previously announced on June 13, 2013, the company entered into a definitive purchase and sale agreement to divest the Apama product line. The sale is expected to close in July. As a result, the Apama product line results are reported in discontinued operations for all periods presented.

Revenue from continuing operations was $81.7 million compared to $74.1 million, a year over year increase of 12% on a constant currency basis, or an increase of 10% using actual exchange rates.

Additional financial highlights included:

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

Income from operations was $14.4 million compared to $12.8 million in the same quarter last year;
Income from continuing operations was $8.1 million compared to $8.9 million in the same quarter last year;
Net income was $3.9 million compared to $(1.9) million in the same quarter last year; and
Diluted earnings per share from continuing operations was $0.15 compared to $0.14 in the same quarter last year.

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

Income from operations was $23.7 million compared to $25.2 million in the same quarter last year;
Operating margin was 29% compared to 34% in the same quarter last year;
Income from continuing operations was $15.0 million compared to $17.3 million in the same quarter last year; and
Diluted earnings per share from continuing operations was $0.27 compared to $0.27 in the same quarter last year.

Phil Pead, President and Chief Executive Officer of Progress Software, said, “Our focus this year has been on improving the operating performance of the company and building a foundation for future revenue growth.  We are pleased that we remain on track to achieve efficiencies previously outlined and that revenue growth is beginning to take hold. The second fiscal quarter results reflect our efforts to energize our customer and partner base through improved product functionality and targeted marketing activities. In addition, we benefited from closing a number of opportunities sooner than expected.”

Pead added, “We are now singularly focused on becoming a leader in the application platform as a service market and while our strong second quarter results demonstrate good progress, our opportunities for continued revenue growth in the future will be driven by increasing the investment in our business."




1



Other fiscal second quarter 2013 metrics and recent results included:

Completion in May 2013 of the previously announced and implemented 10b5-1 plan to repurchase $250.0 million of common stock by June 30, 2013;
Cash, cash equivalents and short-term investments were $255.8 million;
Cash flows from operations were $13.6 million, a decrease from $15.2 million in the same quarter in fiscal year 2012; and
DSO from continuing operations was 56 days, compared to 65 days in the fiscal first quarter of 2013.

Earlier this month, Progress launched its new Progress Pacific platform. As part of this, Progress acquired Saratoga, CA-based Rollbase, Inc., a privately held platform-as-a-service vendor which provides innovative technology that enables powerful applications to be built using point-and-click, drag-and-drop tools in a standard browser. Also in June, Progress announced OpenEdge 11.3, the latest version of its flagship application development platform. The new version brings together leading business process management (BPM) and business rules management system (BRMS) capabilities to dramatically streamline business processes and accelerate developer productivity.

Supplemental Quarterly Information
 
In the financial tables at the end of this release, we have provided quarterly Condensed Consolidated Statements of Income adjusted for the classification of the Apama product line to discontinued operations for the three months ended February 29, 2012, August 31, 2012, November 30, 2012 and February 28, 2013, respectively. We have also provided Reconciliations of GAAP to Non-GAAP Financial Measures for the same time periods, also adjusted for the classification of the Apama product line to discontinued operations.

Business Outlook

Progress Software provides the following guidance for the fiscal third quarter ending August 31, 2013:

On a constant currency basis, revenue is expected to be between 2% and 4% growth compared to the fiscal third quarter of 2012; and
Non-GAAP operating margin is expected to be in the range of 24% to 26%.

The non-GAAP operating margin guidance excludes the items we traditionally exclude from our non-GAAP reporting metrics: amortization of intangible assets of $0.8 million, stock-based compensation of $4.5 million to $5.0 million, and $0.7 million of acquisition related costs, for a GAAP operating margin in the range of 16% to 18%.

Conference Call

The Progress Software quarterly investor conference call to review its fiscal second quarter of 2013 will be broadcast live at 5:00 p.m. ET on Wednesday, June 26, 2013 on the investor relations section of the company’s website, located at www.progress.com. Additionally, you can listen to the call by telephone by dialing 1-888-438-5519, pass code 9239124. The conference call will include only brief comments followed by questions and answers. An archived version of the conference call and supporting materials will be available on the Progress Software website within the investor relations section after the live conference call.

2



Legal Notice Regarding Non-GAAP Financial Information

Progress Software provides non-GAAP financial information as additional information for investors. These non-GAAP measures are not in accordance with, or an alternative to, generally accepted accounting principles in the United States (GAAP). Progress Software believes that the non-GAAP results described in this release are useful for an understanding of its ongoing operations and provide additional detail and an alternative method of assessing its operating results. Management uses these non-GAAP results to compare the company's performance to that of prior periods for analysis of trends and for budget and planning purposes. A reconciliation of non-GAAP adjustments to the company's GAAP financial results is included in the tables below. Additional information regarding the company's non-GAAP financial information is contained in the company's Current Report on Form 8-K filed with the Securities and Exchange Commission in connection with this press release, which is available on the Progress website at www.progress.com within the investor relations section.

Note Regarding Forward-Looking Statements

This press release contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Progress has identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “might,” “should,” “expect,” “intend,” “plan,” “target,” “anticipate” and “continue,” the negative of these words, other terms of similar meaning or the use of future dates. Forward-looking statements in this press release include, but are not limited to, statements regarding Progress's strategic plan and its planned product divestiture and return of capital to shareholders; acquisitions; future revenue growth, operating margin and cost savings; product development, strategic partnering and marketing initiatives; the growth rates of certain markets; and other statements regarding the future operation, direction and success of Progress's business. There are a number of factors that could cause actual results or future events to differ materially from those anticipated by the forward-looking statements, including, without limitation:

(1) Market acceptance of Progress's strategic plan and product development initiatives; (2) disruption caused by implementation of the strategic plan on relationships with employees, customers, ISVs, other channel partners, vendors and other business partners; (3) pricing pressures and the competitive environment in the software industry and Platform-as-a-Service market; (4) Progress' ability to complete the proposed divestiture of its Apama product line on a timely basis, if at all; (5) Progress's ability to make technology acquisitions and to realize the expected benefits and anticipated synergies from such acquisitions; (6) the continuing uncertainty in the U.S. and international economies, which could result in fewer sales of Progress's products and may otherwise harm Progress's business; (7) business and consumer use of the Internet and the continuing adoption of Cloud technologies; (8) the receipt and shipment of new orders; (9) Progress's ability to expand its relationships with channel partners and to manage the interaction of channel partners with its direct sales force; (10) the timely release of enhancements to Progress's products and customer acceptance of new products; (11) the positioning of Progress's products in its existing and new markets; (12) variations in the demand for professional services and technical support; (13) Progress's ability to penetrate international markets and manage its international operations; and (14) changes in exchange rates. For further information regarding risks and uncertainties associated with Progress's business, please refer to Progress's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended November 30, 2012 and its Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2013. Progress undertakes no obligation to update any forward-looking statements, which speak only as of the date of this press release.

Progress Software Corporation

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

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






3


CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 
Three Months Ended
 
Six Months Ended
(In thousands, except per share data)
May 31, 2013
 
May 31, 2012
 
% Change
 
May 31, 2013
 
May 31, 2012
 
% Change
Revenue:
 
 
 
 
 
 
 
 
 
 
 
Software licenses
$
29,347

 
$
20,506

 
43
 %
 
$
59,254

 
$
50,179

 
18
 %
Maintenance and services
52,358

 
53,622

 
(2
)%
 
106,184

 
106,420

 
 %
Total revenue
81,705

 
74,128

 
10
 %
 
165,438

 
156,599

 
6
 %
Costs of revenue:
 
 
 
 
 
 
 
 
 
 
 
Cost of software licenses
1,356

 
1,357

 
 %
 
3,446

 
2,743

 
26
 %
Cost of maintenance and services
6,990

 
7,114

 
(2
)%
 
14,640

 
14,039

 
4
 %
Amortization of acquired intangibles
143

 
139

 
3
 %
 
282

 
383

 
(26
)%
Total costs of revenue
8,489

 
8,610

 
(1
)%
 
18,368

 
17,165

 
7
 %
Gross profit
73,216

 
65,518

 
12
 %
 
147,070

 
139,434

 
5
 %
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Sales and marketing
25,890

 
19,373

 
34
 %
 
54,532

 
42,115

 
29
 %
Product development
14,671

 
10,387

 
41
 %
 
28,293

 
20,699

 
37
 %
General and administrative
14,064

 
18,014

 
(22
)%
 
28,730

 
33,414

 
(14
)%
Amortization of acquired intangibles
167

 
208

 
(20
)%
 
338

 
415

 
(19
)%
Restructuring expenses
2,766

 
4,736

 
(42
)%
 
3,726

 
4,736

 
(21
)%
Acquisition-related expenses
1,272

 

 
100
 %
 
1,272

 
215

 
492
 %
Total operating expenses
58,830

 
52,718

 
12
 %
 
116,891

 
101,594

 
15
 %
Income from operations
14,386

 
12,800

 
12
 %
 
30,179

 
37,840

 
(20
)%
Other (expense) income, net
(292
)
 
249

 
(217
)%
 
(840
)
 
519

 
(262
)%
Income from continuing operations before income taxes
14,094

 
13,049

 
8
 %
 
29,339

 
38,359

 
(24
)%
Provision for income taxes
5,952

 
4,194

 
42
 %
 
11,384

 
13,644

 
(17
)%
Income from continuing operations
8,142

 
8,855

 
(8
)%
 
17,955

 
24,715

 
(27
)%
Income (loss) from discontinued operations, net
(4,232
)
 
(10,763
)
 
61
 %
 
17,073

 
(19,134
)
 
189
 %
Net income
$
3,910

 
$
(1,908
)
 
305
 %
 
$
35,028

 
$
5,581

 
528
 %
 
 
 
 
 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
 
 
 
 
Continuing operations
$
0.15

 
$
0.14

 
7
 %
 
$
0.32

 
$
0.39

 
(18
)%
Discontinued operations
(0.08
)
 
(0.17
)
 
53
 %
 
0.30

 
(0.31
)
 
197
 %
Net income per share
$
0.07

 
$
(0.03
)
 
333
 %
 
0.62

 
$
0.09

 
589
 %
Diluted:
 
 
 
 


 
 
 
 
 


Continuing operations
$
0.15

 
$
0.14

 
7
 %
 
$
0.31

 
$
0.39

 
(21
)%
Discontinued operations
(0.08
)
 
(0.17
)
 
53
 %
 
0.30

 
(0.30
)
 
200
 %
Net income per share
$
0.07

 
$
(0.03
)
 
333
 %
 
$
0.61

 
$
0.09

 
578
 %
Weighted average shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
Basic
54,919

 
63,051

 
(13
)%
 
56,410

 
62,598

 
(10
)%
Diluted
55,736

 
63,051

 
(12
)%
 
57,244

 
63,641

 
(10
)%

4



CONDENSED CONSOLIDATED BALANCE SHEETS
 
(In thousands)
May 31,
2013
 
November 30, 2012
Assets
 
 
 
Current assets:
 
 
 
Cash, cash equivalents and short-term investments
$
255,804

 
$
355,217

Accounts receivable, net
50,772

 
70,793

Other current assets
40,036

 
32,779

Assets held for sale
11,236

 
68,029

Total current assets
357,848

 
526,818

Property and equipment, net
59,352

 
63,071

Goodwill and intangible assets, net
235,870

 
231,229

Other assets
58,023

 
63,859

Total assets
$
711,093

 
$
884,977

Liabilities and shareholders’ equity
 
 
 
Current liabilities:
 
 
 
Accounts payable and other current liabilities
$
59,281

 
$
110,944

Short-term deferred revenue
102,094

 
103,925

Liabilities held for sale
4,012

 
25,285

Total current liabilities
165,387

 
240,154

Long-term deferred revenue
1,293

 
2,817

Other long-term liabilities
2,175

 
3,607

Shareholders’ equity:
 
 
 
Common stock and additional paid-in capital
232,838

 
300,333

Retained earnings
309,400

 
338,066

Total shareholders’ equity
542,238

 
638,399

Total liabilities and shareholders’ equity
$
711,093

 
$
884,977




5


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  
 
Three Months Ended
 
Six Months Ended
(In thousands)
May 31,
2013
 
May 31,
2012
 
May 31,
2013
 
May 31,
2012
Cash flows from operating activities:
 
 
 
 
 
 
 
Net income
$
3,910

 
$
(1,908
)
 
$
35,028

 
$
5,581

Depreciation and amortization
4,076

 
8,417

 
7,477

 
16,979

Stock-based compensation
5,881

 
6,669

 
10,787

 
13,760

Net gains on sales of dispositions

 

 
(35,106
)
 

Other non-cash adjustments
726

 
644

 
(2,201
)
 
1,003

Changes in operating assets and liabilities
(952
)
 
1,338

 
(27,403
)
 
16,366

Net cash flows from operating activities
13,641

 
15,160

 
(11,418
)
 
53,689

Capital expenditures
(1,488
)
 
(2,199
)
 
(2,386
)
 
(6,141
)
Redemptions and sales of auction-rate-securities

 

 
25

 
225

Issuances of common stock, net of repurchases
(64,025
)
 
6,514

 
(144,094
)
 
20,487

Payments for acquisitions, net of cash acquired
(9,450
)
 

 
(9,450
)
 

Proceeds from divestitures, net

 

 
73,381

 

Other
(4,249
)
 
(6,391
)
 
(5,471
)
 
(1,428
)
Net change in cash, cash equivalents and short-term investments
(65,571
)
 
13,084

 
(99,413
)
 
66,832

Cash, cash equivalents and short-term investments, beginning of period
321,375

 
315,164

 
355,217

 
261,416

Cash, cash equivalents and short-term investments, end of period
$
255,804

 
$
328,248

 
$
255,804

 
$
328,248



SUPPLEMENTAL INFORMATION

Revenue from continuing operations by Type
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q1 2012
 
Q2 2012
 
Q3 2012
 
Q4 2012
 
Q1 2013
 
Q2 2013
 
YTD 2013
 
YTD 2012
License
$
29,673

 
$
20,506

 
$
22,637

 
$
33,810

 
$
29,907

 
$
29,347

 
$
59,254

 
$
50,179

Maintenance
50,165

 
51,350

 
50,285

 
50,891

 
51,456

 
50,419

 
101,875

 
101,515

Professional services
2,633

 
2,272

 
1,449

 
1,941

 
2,370

 
1,939

 
4,309

 
4,905

Total revenue
$
82,471

 
$
74,128

 
$
74,371

 
$
86,642

 
$
83,733

 
$
81,705

 
$
165,438

 
$
156,599

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue from continuing operations by Region
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Q1 2012
 
Q2 2012
 
Q3 2012
 
Q4 2012
 
Q1 2013
 
Q2 2013
 
YTD 2013
 
YTD 2012
North America
$
36,742

 
$
32,190

 
$
34,548

 
$
39,179

 
$
39,309

 
$
37,540

 
$
76,849

 
$
68,932

EMEA
33,508

 
30,689

 
28,155

 
33,214

 
32,548

 
33,481

 
66,029

 
64,197

Latin America
7,386

 
6,660

 
6,905

 
7,384

 
6,822

 
6,526

 
13,348

 
14,046

Asia Pacific
4,835

 
4,589

 
4,763

 
6,865

 
5,054

 
4,158

 
9,212

 
9,424

Total revenue
$
82,471

 
$
74,128

 
$
74,371

 
$
86,642

 
$
83,733

 
$
81,705

 
$
165,438

 
$
156,599









6


RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES

 
Three Months Ended
 
Six Months Ended
(In thousands, except per share data)
May 31,
2013
 
May 31,
2012
 
May 31,
2013
 
May 31,
2012
GAAP income from operations
$
14,386

 
$
12,800

 
$
30,179

 
$
37,840

GAAP operating margin
18
%
 
17
%
 
18
%
 
24
%
Amortization of acquired intangibles
310

 
347

 
620

 
798

Stock-based compensation (1)
4,981

 
4,581

 
9,470

 
9,299

Restructuring expenses
2,766

 
4,736

 
3,726

 
4,736

Acquisition-related expenses
1,272

 

 
1,272

 
215

Litigation settlement

 

 

 
900

Proxy contest-related costs

 
2,766

 

 
3,238

Total operating adjustments
9,329

 
12,430

 
15,088

 
19,186

Non-GAAP income from operations
$
23,715

 
$
25,230

 
$
45,267

 
$
57,026

Non-GAAP operating margin
29
%
 
34
%
 
27
%
 
36
%
 
 
 
 
 
 
 
 
GAAP income from continuing operations
$
8,142

 
$
8,855

 
$
17,955

 
$
24,715

Operating adjustments (from above)
9,329

 
12,430

 
15,088

 
19,186

Income tax adjustment
(2,464
)
 
(3,959
)
 
(4,169
)
 
(4,770
)
Total income from continuing operations adjustments
6,865

 
8,471

 
10,919

 
14,416

Non-GAAP income from continuing operations
$
15,007

 
$
17,326

 
$
28,874

 
$
39,131

 
 
 
 
 
 
 
 
GAAP diluted earnings per share from continuing operations
$
0.15

 
$
0.14

 
$
0.31

 
$
0.39

Income from continuing operations adjustments (from above)
0.12

 
0.13

 
0.19

 
0.23

Non-GAAP diluted earnings per share from continuing operations
$
0.27

 
$
0.27

 
$
0.50

 
$
0.61

 
 
 
 
 
 
 
 
Diluted weighted average shares outstanding
55,736

 
63,051

 
57,244

 
63,641

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Stock-based compensation is included in the GAAP statements of income, as follows:
 
 
 
 
 
 
 
 
Cost of revenue
$
158

 
$
204

 
$
367

 
$
432

Sales and marketing
881

 
892

 
1,920

 
2,147

Product development
1,225

 
703

 
2,688

 
1,514

General and administrative
2,717

 
2,782

 
4,495

 
5,206

Stock-based compensation from continuing operations
$
4,981

 
$
4,581

 
$
9,470

 
$
9,299


 
Three Months Ended
 
Six Months Ended
(In thousands, except per share data)
May 31, 2013
 
May 31, 2012
 
May 31, 2013
 
May 31, 2012
GAAP costs of revenue
$
8,489

 
$
8,610

 
$
18,368

 
$
17,165

GAAP operating expenses
58,830

 
52,718

 
116,891

 
101,594

GAAP expenses
67,319

 
61,328

 
135,259

 
118,759

Operating adjustments (from above)
9,329

 
12,430

 
15,088

 
19,186

Non-GAAP expenses
$
57,990

 
$
48,898

 
$
120,171

 
$
99,573

 
 
 
 
 
 
 
 


7


SUPPLEMENTAL QUARTERLY INFORMATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (2) 
 
Three Months Ended
(In thousands, except per share data)
February 29, 2012
 
August 31, 2012
 
November 30, 2012
 
February 28, 2013
Revenue:
 
 
 
 
 
 
 
Software licenses
$
29,673

 
$
22,637

 
$
33,810

 
$
29,907

Maintenance and services
52,798

 
51,734

 
52,832

 
53,826

Total revenue
82,471

 
74,371

 
86,642

 
83,733

Costs of revenue:
 
 
 
 
 
 
 
Cost of software licenses
1,385

 
1,375

 
1,659

 
2,090

Cost of maintenance and services
6,925

 
7,974

 
7,865

 
7,650

Amortization of acquired intangibles
244

 
139

 
138

 
139

Total costs of revenue
8,554

 
9,488

 
9,662

 
9,879

Gross profit
73,917

 
64,883

 
76,980

 
73,854

Operating expenses:
 
 
 
 
 
 
 
Sales and marketing
22,742

 
24,970

 
31,753

 
28,642

Product development
10,312

 
12,631

 
11,113

 
13,622

General and administrative
15,400

 
14,375

 
14,200

 
14,666

Amortization of acquired intangibles
207

 
207

 
198

 
171

Restructuring expenses

 
1,411

 
1,057

 
960

Acquisition-related expenses
215

 

 

 

Total operating expenses
48,876

 
53,594

 
58,321

 
58,061

Income from operations
25,041

 
11,289

 
18,659

 
15,793

Other (expense) income, net
270

 
357

 
(680
)
 
(548
)
Income from continuing operations before income taxes
25,311

 
11,646

 
17,979

 
15,245

Provision for income taxes
9,450

 
3,902

 
5,485

 
5,432

Income from continuing operations
15,861

 
7,744

 
12,494

 
9,813

Income (loss) from discontinued operations, net
(8,372
)
 
(1,906
)
 
23,531

 
21,305

Net income
$
7,489

 
$
5,838

 
$
36,025

 
$
31,118

 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
Continuing operations
$
0.26

 
$
0.12

 
$
0.20

 
$
0.17

Discontinued operations
(0.13
)
 
(0.03
)
 
0.37

 
0.37

Net income per share
$
0.12

 
$
0.09

 
0.57

 
$
0.54

Diluted:
 
 
 
 
 
 
 
Continuing operations
$
0.25

 
$
0.12

 
$
0.20

 
$
0.17

Discontinued operations
(0.13
)
 
(0.03
)
 
0.37

 
0.36

Net income per share
$
0.12

 
$
0.09

 
$
0.57

 
$
0.53

Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic
62,145

 
63,469

 
62,859

 
57,901

Diluted
63,130

 
64,105

 
63,576

 
58,752

 
 
 
 
 
 
 
 
(2) As adjusted to reflect the classification of the Apama product line as discontinued operations.

8


SUPPLEMENTAL QUARTERLY INFORMATION
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (2) 
 
Three Months Ended
(In thousands, except per share data)
February 29,
2012
 
August 31,
2012
 
November 30,
2012
 
February 28,
2013
GAAP income from operations
$
25,041

 
$
11,289

 
$
18,659

 
$
15,793

GAAP operating margin
30
%
 
15
%
 
22
%
 
19
%
Amortization of acquired intangibles
451

 
346

 
336

 
310

Stock-based compensation (3)
4,718

 
4,759

 
4,103

 
4,489

Restructuring expenses

 
1,411

 
1,057

 
960

Acquisition-related expenses
215

 

 

 

Litigation settlement
900

 

 

 

Proxy contest-related costs
472

 
21

 

 

Total operating adjustments
6,756

 
6,537

 
5,496

 
5,759

Non-GAAP income from operations
$
31,797

 
$
17,826

 
$
24,155

 
$
21,552

Non-GAAP operating margin
39
%
 
24
%
 
28
%
 
26
%
 
 
 
 
 
 
 
 
GAAP income from continuing operations
$
15,861

 
$
7,744

 
$
12,494

 
$
9,813

Operating adjustments (from above)
6,756

 
6,537

 
5,496

 
5,759

Income tax adjustment
(811
)
 
(1,916
)
 
(2,027
)
 
(1,705
)
Total income from continuing operations adjustments
5,945

 
4,621

 
3,469

 
4,054

Non-GAAP income from continuing operations
$
21,806

 
$
12,365

 
$
15,963

 
$
13,867

 
 
 
 
 
 
 
 
GAAP diluted earnings per share from continuing operations
$
0.25

 
$
0.12

 
$
0.20

 
$
0.17

Income from continuing operations adjustments (from above)
0.09

 
0.07

 
0.05

 
0.07

Non-GAAP diluted earnings per share from continuing operations
$
0.35

 
$
0.19

 
$
0.25

 
$
0.24

 
 
 
 
 
 
 
 
Diluted weighted average shares outstanding
63,130

 
64,105

 
63,576

 
58,752

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(3) Stock-based compensation is included in the GAAP statements of income, as follows:
 
 
 
 
 
 
 
 
Cost of revenue
$
228

 
$
157

 
$
145

 
$
209

Sales and marketing
1,255

 
701

 
426

 
1,039

Product development
811

 
861

 
795

 
1,463

General and administrative
2,424

 
3,040

 
2,737

 
1,778

Stock-based compensation from continuing operations
$
4,718

 
$
4,759

 
$
4,103

 
$
4,489

 
Three Months Ended
(In thousands, except per share data)
February 29, 2012
 
August 31, 2012
 
November 30, 2012
 
February 28, 2013
GAAP costs of revenue
$
8,554

 
$
9,488

 
$
9,662

 
$
9,879

GAAP operating expenses
48,876

 
53,594

 
58,321

 
58,061

GAAP expenses
57,430

 
63,082

 
67,983

 
67,940

Operating adjustments (from above) 
6,756

 
6,537

 
5,496

 
5,759

Non-GAAP expenses
$
50,674

 
$
56,545

 
$
62,487

 
$
62,181

 
 
 
 
 
 
 
 
(2) As adjusted to reflect the classification of the Apama product line as discontinued operations.


9