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Published: 2023-09-26 16:18:02 ET
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EX-99.1 2 exhibit991-q32023earningsr.htm EX-99.1 Document
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Exhibit 99.1

P R E S S A N N O U N C E M E N T

Progress Announces Third Quarter 2023 Financial Results

Third Quarter Results Ahead of Estimates
ARR Up 18%; Raises Full Year Outlook

BURLINGTON, Mass, September 26, 2023 (GlobeNewswire) — Progress (Nasdaq: PRGS), the trusted provider of infrastructure software, today announced financial results for its fiscal third quarter ended August 31, 2023.

Third Quarter 2023 Highlights1:

Revenue of $175.0 million increased 16% year-over-year on an actual currency basis and 14% on a constant currency basis.
Non-GAAP revenue of $175.8 million increased 15% year-over-year on an actual currency basis and 13% on a constant currency basis.
Annualized Recurring Revenue (“ARR”) of $577 million increased 18% year-over-year on a constant currency basis.
Operating margin was 17% and non-GAAP operating margin was 39%.
Diluted earnings per share was $0.42 compared to $0.50 in the same quarter last year, a decrease of 16%. 
Non-GAAP diluted earnings per share was $1.08 compared to $1.00 in the same quarter last year, an increase of 8%.

“We are delighted that we delivered another strong quarter driven by sustained demand around the world, and continue to be confident in our business as evidenced by our increased guidance for the full year,” said Yogesh Gupta, CEO at Progress. “In addition to our solid Q3 performance, with net retention again over 100% and integration of MarkLogic on plan, we continue to be active in the search for our next M&A transaction in a market that, we believe, will keep moving in our favor as the acquirer of choice in infrastructure software.”

Additional financial highlights included:
Three Months Ended
GAAP
Non-GAAP1
(In thousands, except percentages and per share amounts)August 31, 2023August 31, 2022% ChangeAugust 31, 2023August 31, 2022% Change
Revenue$174,992 $151,217 16 %$175,783 $153,060 15 %
Income from operations$29,371 $32,021 (8)%$68,390 $60,075 14 %
Operating margin17 %21 %(400) bps39 %39 %— 
Net income$19,098 $21,797 (12)%$48,749 $44,090 11 %
Diluted earnings per share$0.42 $0.50 (16)%$1.08 $1.00 %
Cash from operations (GAAP) /Adjusted free cash flow (non-GAAP)$46,041 $39,670 16 %$47,649 $39,237 21 %

Other fiscal third quarter 2023 metrics and recent results included:

Cash and cash equivalents were $138.0 million at the end of the quarter.
Days sales outstanding was 49 days compared to 48 days in the fiscal third quarter of 2022 and 44 days in the fiscal second quarter of 2023.
On September 20, 2023, our Board of Directors declared a quarterly dividend of $0.175 per share of common stock which will be paid on December 15, 2023 to shareholders of record as of the close of business on December 1, 2023.



1 See Important Information Regarding Non-GAAP Financial Information and a reconciliation of non-GAAP adjustments to Progress’ GAAP financial results at the end of this press release.
1

Anthony Folger, CFO, said: “We’re delighted to see continued strength in demand for our products, and we are pleased that our positive outlook remains on track. ARR expanded 18% in constant currency to $577M, or 2% on a pro-forma basis. Net retention rates remained above our target of +100%, at 100.6%. Operating margins for the quarter came in at 39%, MarkLogic continues to pace our integration milestones, and the balance sheet remains strong as we pay down debt while actively pursuing accretive M&A opportunities.”

2023 Business Outlook

Progress provides the following guidance for the fiscal year ending November 30, 2023 and the fiscal fourth quarter ending November 30, 2023:
Updated FY 2023 Guidance
(September 26, 2023)
Prior FY 2023 Guidance
(June 29, 2023)
(In millions, except percentages and per share amounts)GAAP
Non-GAAP1
GAAP
Non-GAAP1
Revenue$688 - $694$692 - $698$686 - $694$690 - $698
Diluted earnings per share$1.36 - $1.42$4.20 - $4.26$1.35 - $1.43$4.16 - $4.24
Operating margin15%38% - 39%15% - 16%38% - 39%
Cash from operations (GAAP) /
Adjusted free cash flow (non-GAAP)
$175 - $181$177 - $183$173 - $183$175 - $185
Effective tax rate16 %20 %20% - 21%20% - 21%
Q4 2023 Guidance
(In millions, except per share amounts)GAAP
Non-GAAP1
Revenue$171 - $177$171 - $177
Diluted earnings per share$0.13 - $0.19$0.87 - $0.93

Based on current exchange rates, the expected positive currency translation impact on Progress' fiscal year 2023 business outlook compared to 2022 exchange rates on GAAP and non-GAAP revenue is approximately $2.3 million, and approximately $0.03 on GAAP and non-GAAP diluted earnings per share. The expected positive currency translation impact on Progress' fiscal Q4 2023 business outlook compared to 2022 exchange rates on GAAP and non-GAAP revenue is approximately $2.6 million, and approximately $0.01 on GAAP and non-GAAP diluted Q4 2023 earnings per share. To the extent that there are changes in exchange rates versus the current environment, this may have an impact on Progress' business outlook.

Conference Call

Progress will hold a conference call to review its financial results for the fiscal third quarter of 2023 at 5:00 p.m. ET on Tuesday, September 26, 2023. Participants must register for the conference call here: https://register.vevent.com/register/BI72285db48dff4b828a4154f9ed1f81a8. The webcast can be accessed at: https://edge.media-server.com/mmc/p/sbf62nuj/. The conference call will include comments followed by questions and answers. Attendees must register for the webcast and an archived version of the conference call and supporting materials will be available on the Progress website within the investor relations section after the live conference call.

2

Important Information Regarding Non-GAAP Financial Information

Progress furnishes certain non-GAAP supplemental information to our financial results. We use such non-GAAP financial measures to evaluate our period-over-period operating performance because our management team believes that by excluding the effects of certain GAAP-related items that in their opinion do not reflect the ordinary earnings of our operations, such information helps to illustrate underlying trends in our business and provides us with a more comparable measure of our continuing business, as well as greater understanding of the results from the primary operations of our business. Management also uses such non-GAAP financial measures to establish budgets and operational goals, evaluate performance, and allocate resources. In addition, the compensation of our executives and non-executive employees is based in part on the performance of our business as evaluated by such non-GAAP financial measures. We believe these non-GAAP financial measures enhance investors’ overall understanding of our current financial performance and our prospects for the future by: (i) providing more transparency for certain financial measures, (ii) presenting disclosure that helps investors understand how we plan and measure the performance of our business, (iii) affords a view of our operating results that may be more easily compared to our peer companies, and (iv) enables investors to consider our operating results on both a GAAP and non-GAAP basis (including following the integration period of our prior and proposed acquisitions). However, this non-GAAP information is not in accordance with, or an alternative to, generally accepted accounting principles in the United States (“GAAP”) and should be considered in conjunction with our GAAP results as the items excluded from the non-GAAP information may have a material impact on Progress’ financial results. A reconciliation of non-GAAP adjustments to Progress' GAAP financial results is included in the tables at the end of this press release.

In the noted fiscal periods, we adjusted for the following items from our GAAP financial results to arrive at our non-GAAP financial measures:

Acquisition-related revenue - We include acquisition-related revenue, which constitutes revenue reflected as pre-acquisition deferred revenue that would have been recognized prior to our adoption of Accounting Standards Update No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) during the fourth quarter of fiscal year 2021. The acquisition-related revenue in our results relates to Chef Software, Inc. and Ipswitch, Inc., which we acquired on October 5, 2020 and April 30, 2019, respectively. Since GAAP accounting required the elimination of this revenue prior to the adoption of ASU 2021-08, GAAP results alone do not fully capture all of our economic activities. We believe these adjustments are useful to management and investors as a measure of the ongoing performance of the business because, although we cannot be certain that customers will renew their contracts, we have historically experienced high renewal rates on maintenance and support agreements and other customer contracts. Upon our adoption of ASU 2021-08, this adjustment is no longer applicable to subsequent acquisitions. The remaining adjustment is related to our acquisition of Chef and is expected to continue through the end of fiscal year 2023.
Amortization of acquired intangibles - We exclude amortization of acquired intangibles because those expenses are unrelated to our core operating performance and the intangible assets acquired vary significantly based on the timing and magnitude of our acquisition transactions and the maturities of the businesses acquired. Adjustments include preliminary estimates relating to the valuation of intangible assets from MarkLogic Corporation (“MarkLogic”), which we acquired on February 7, 2023. The final amounts will not be available until the Company's internal procedures and reviews are completed.
Stock-based compensation - We exclude stock-based compensation to be consistent with the way management and, in our view, the overall financial community evaluates our performance and the methods used by analysts to calculate consensus estimates. The expense related to stock-based awards is generally not controllable in the short-term and can vary significantly based on the timing, size and nature of awards granted. As such, we do not include these charges in operating plans.
Restructuring expenses - In all periods presented, we exclude restructuring expenses incurred because those expenses distort trends and are not part of our core operating results. Adjustments include preliminary estimates relating to restructuring expenses from MarkLogic. The final amounts will not be available until the Company's internal procedures and reviews are completed.
Acquisition-related expenses - We exclude acquisition-related expenses in order to provide a more meaningful comparison of the financial results to our historical operations and forward-looking guidance and the financial results of less acquisitive peer companies. We consider these types of costs and adjustments, to a great extent, to be unpredictable and dependent on a significant number of factors that are outside of our control. Furthermore, we do not consider these acquisition-related costs and adjustments to be related to the organic continuing operations of the acquired businesses and are generally not relevant to assessing or estimating the long-term performance of the acquired assets. In addition, the size, complexity and/or volume of past acquisitions, which often drives the magnitude of acquisition-related costs, may not be indicative of the size, complexity and/or volume of future acquisitions.
Gain on sale of assets held for sale - We exclude the gain associated with the sale of our Bedford, Massachusetts headquarters during fiscal year 2022. We don’t believe such gains are part of our core operating results because they are inconsistent in amount and frequency and therefore may distort operating trends.
3

Cyber incident and vulnerability response expenses, net
Cyber incident - We exclude certain expenses resulting from the detection of irregular activity on certain portions of our corporate network, as more thoroughly described in the Form 8-K that we filed on December 19, 2022.
MOVEit Vulnerability - We exclude certain expenses resulting from the zero-day MOVEit Vulnerability, as more thoroughly described in the Form 8-K that we filed on June 5, 2023 and Form 10-Q filed on July 7, 2023. We currently intend to provide additional details regarding the MOVEit Vulnerability in our Form 10-Q for the quarter ended August 31, 2023.
Expenses include costs to investigate and remediate these cyber related matters, as well as legal and other professional services related thereto. Expenses related to such cyber matters are provided net of expected insurance recoveries, although the timing of recognizing insurance recoveries may differ from the timing of recognizing the associated expenses. Costs associated with the enhancement of our cybersecurity program are not included within this adjustment. We expect to continue to incur legal and other professional services expenses in future periods. Expenses related to such cyber matters are expected to result in operating expenses that would not have otherwise been incurred in the normal course of business operations. We believe that excluding these costs facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.
Provision for income taxes - We adjust our income tax provision by excluding the tax impact of the non-GAAP adjustments discussed above.
Constant currency - Revenue from our international operations has historically represented a substantial portion of our total revenue. As a result, our revenue results have been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates. As exchange rates are an important factor in understanding period-to-period comparisons, we present revenue growth rates on a constant currency basis, which helps improve the understanding of our revenue results and our performance in comparison to prior periods. The constant currency information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates. These results should be considered in addition to, not as a substitute for, results reported in accordance with GAAP.
Annual Recurring Revenue ("ARR") - We provide an ARR performance metric to help investors better understand and assess the performance of our business because our mix of revenue generated from recurring sources has increased in recent years. ARR represents the annualized contract value for all active and contractually binding term-based contracts at the end of a reporting period. ARR includes maintenance, software upgrade rights, public cloud and on-premises subscription-based transactions and managed services. ARR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with, or to replace, either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.
Net Retention Rate - We calculate net retention rate as of a period end by starting with the ARR from the cohort of all customers as of 12 months prior to such period end ("Prior Period ARR"). We then calculate the ARR from these same customers as of the current period end ("Current Period ARR"). Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months but excludes ARR from new customers in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the net retention rate. Net retention rate is not calculated in accordance with GAAP.

We also provide guidance on adjusted free cash flow, which is equal to cash flows from operating activities less purchases of property and equipment, plus restructuring payments.
4

Note Regarding Forward-Looking Statements

This press release contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Progress has identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “might,” “should,” “expect,” “intend,” “plan,” “target,” “anticipate” and “continue,” the negative of these words, other terms of similar meaning or the use of future dates. Forward-looking statements in this press release include, but are not limited to, statements regarding Progress' business outlook (including the integration of MarkLogic and future acquisition activity) and financial guidance. There are a number of factors that could cause actual results or future events to differ materially from those anticipated by the forward-looking statements, including, without limitation: (i) economic, geopolitical and market conditions can adversely affect our business, results of operations and financial condition, including our revenue growth and profitability, which in turn could adversely affect our stock price; (ii) our international sales and operations subject us to additional risks that can adversely affect our operating results, including risks relating to foreign currency gains and losses; (iii) we may fail to achieve our financial forecasts due to such factors as delays or size reductions in transactions, fewer large transactions in a particular quarter, fluctuations in currency exchange rates, or a decline in our renewal rates for contracts; (iv) if the security measures for our software, services, other offerings or our internal information technology infrastructure are compromised or subject to a successful cyber-attack, or if our software offerings contain significant coding or configuration errors or zero-day vulnerabilities, we may experience reputational harm, legal claims and financial exposure; and (v) risks related to the disruption associated with the ongoing integration of MarkLogic. For further information regarding risks and uncertainties associated with Progress' business, please refer to Progress' filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended November 30, 2022 and Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2023. Progress undertakes no obligation to update any forward-looking statements, which speak only as of the date of this press release.

About Progress

Dedicated to propelling business forward in a technology-driven world, Progress (Nasdaq: PRGS) helps businesses drive faster cycles of innovation, fuel momentum and accelerate their path to success. As the trusted provider of the best products to develop, deploy and manage high-impact applications, Progress enables customers to develop the applications and experiences they need, deploy where and how they want and manage it all safely and securely. Hundreds of thousands of enterprises, including 1,700 software companies and 3.5 million developers, depend on Progress to achieve their goals—with confidence. Learn more at www.progress.com.

Progress and Progress Software are trademarks or registered trademarks of Progress Software Corporation and/or its subsidiaries or affiliates in the U.S. and other countries. Any other names contained herein may be trademarks of their respective owners.

Investor Contact:Press Contact:
Michael MiccicheErica McShane
Progress SoftwareProgress Software
+1 781 850 8450+1 781 280 4000
Investor-Relations@progress.comPR@progress.com
5

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months EndedNine Months Ended
(In thousands, except per share data)August 31, 2023August 31, 2022% ChangeAugust 31, 2023August 31, 2022% Change
Revenue:
Software licenses$50,544 $47,618 %$164,519 $135,182 22 %
Maintenance and services124,448 103,599 20 %352,950 309,704 14 %
Total revenue174,992 151,217 16 %517,469 444,886 16 %
Costs of revenue:
Cost of software licenses2,732 2,477 10 %7,998 7,669 %
Cost of maintenance and services22,192 15,761 41 %62,663 46,707 34 %
Amortization of acquired intangibles7,995 5,558 44 %22,253 16,589 34 %
Total costs of revenue32,919 23,796 38 %92,914 70,965 31 %
Gross profit142,073 127,421 11 %424,555 373,921 14 %
Operating expenses:
Sales and marketing38,612 34,595 12 %112,513 100,768 12 %
Product development33,138 28,650 16 %98,396 85,966 14 %
General and administrative20,791 20,141 %61,046 56,339 %
Amortization of acquired intangibles17,668 11,716 51 %48,825 35,330 38 %
Cyber incident and vulnerability response expenses, net951 — *5,126 — *
Restructuring expenses843 130 *6,230 784 *
Acquisition-related expenses699 168 *4,433 3,816 16 %
Gain on sale of assets held for sale— — *— (10,770)*
Total operating expenses112,702 95,400 18 %336,569 272,233 24 %
Income from operations29,371 32,021 (8)%87,986 101,688 (13)%
Other expense, net(8,419)(4,339)94 %(22,501)(11,209)101 %
Income before income taxes20,952 27,682 (24)%65,485 90,479 (28)%
Provision for income taxes1,854 5,885 (68)%10,623 19,118 (44)%
Net income$19,098 $21,797 (12)%$54,862 $71,361 (23)%
Earnings per share:
Basic$0.44 $0.50 (12)%$1.27 $1.64 (23)%
Diluted$0.42 $0.50 (16)%$1.23 $1.61 (24)%
Weighted average shares outstanding:
Basic43,452 43,211 %43,365 43,589 (1)%
Diluted44,981 43,935 %44,543 44,299 %
Cash dividends declared per common share$0.175 $0.175 — %$0.525 $0.525 — %

Stock-based compensation is included in the condensed consolidated statements of operations, as follows:
Cost of revenue$797 $527 51 %$2,146 $1,410 52 %
Sales and marketing1,763 1,331 32 %5,027 3,423 47 %
Product development3,065 2,586 19 %9,112 7,548 21 %
General and administrative4,447 4,195 %13,826 13,729 %
Total$10,072 $8,639 17 %$30,111 $26,110 15 %
*not meaningful
6

CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
(In thousands)August 31, 2023November 30, 2022
Assets
Current assets:
Cash and cash equivalents$137,999 $256,277 
Accounts receivable, net99,726 97,834 
Unbilled receivables31,668 29,158 
Other current assets33,447 42,784 
Total current assets302,840 426,053 
Property and equipment, net16,166 14,927 
Goodwill and intangible assets, net1,204,872 888,392 
Right-of-use lease assets20,596 17,574 
Long-term unbilled receivables33,121 39,936 
Other assets19,873 24,597 
Total assets$1,597,468 $1,411,479 
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable and other current liabilities$83,624 $76,629 
Current portion of long-term debt, net11,390 6,234 
Short-term operating lease liabilities10,088 7,471 
Short-term deferred revenue, net219,601 227,670 
Total current liabilities324,703 318,004 
Long-term debt, net389,388 259,220 
Convertible senior notes, net354,246 352,625 
Long-term operating lease liabilities15,086 15,041 
Long-term deferred revenue, net60,167 54,770 
Other long-term liabilities8,832 13,315 
Shareholders’ equity:
Common stock and additional paid-in capital361,500 332,083 
Retained earnings83,546 66,421 
Total shareholders’ equity445,046 398,504 
Total liabilities and shareholders’ equity$1,597,468 $1,411,479 


7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)  
 Three Months EndedNine Months Ended
(In thousands)August 31, 2023August 31, 2022August 31, 2023August 31, 2022
Cash flows from operating activities:
Net income$19,098 $21,797 $54,862 $71,361 
Depreciation and amortization27,892 19,219 77,432 57,816 
Gain on sale of assets held for sale— — — (10,770)
Stock-based compensation10,072 8,639 30,111 26,110 
Other non-cash adjustments(4,935)234 (11,091)6,349 
Changes in operating assets and liabilities(6,086)(10,219)(10,555)1,157 
Net cash flows from operating activities46,041 39,670 140,759 152,023 
Capital expenditures(1,212)(1,107)(3,181)(3,086)
Issuances of common stock, net of repurchases4,008 (21,438)(9,627)(65,140)
Dividend payments to shareholders(7,798)(7,778)(23,669)(23,351)
Payments for acquisitions, net of cash acquired846 — (355,250)— 
Proceeds from the issuance of debt, net of payment of issuance costs— — 195,000 5,517 
Principal payment on term loan and repayment of revolving line of credit(31,720)(1,719)(60,157)(5,154)
Other2,303 (8,677)(2,153)6,682 
Net change in cash, cash equivalents and short-term investments12,468 (1,049)(118,278)67,491 
Cash, cash equivalents and short-term investments, beginning of period125,531 225,913 256,277 157,373 
Cash, cash equivalents and short-term investments, end of period$137,999 $224,864 $137,999 $224,864 





8

RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES1
(Unaudited)
 Three Months EndedNine Months Ended
(In thousands, except per share data)August 31, 2023August 31, 2022August 31, 2023August 31, 2022
Adjusted revenue:
GAAP revenue$174,992 $151,217 $517,469 $444,886 
Acquisition-related revenue791 1,843 3,158 6,558 
Non-GAAP revenue$175,783 $153,060 $520,627 $451,444 
Adjusted income from operations:
GAAP income from operations$29,371 $32,021 $87,986 $101,688 
Amortization of acquired intangibles25,663 17,274 71,078 51,919 
Restructuring expenses and other843 130 6,230 784 
Stock-based compensation10,072 8,639 30,111 26,110 
Acquisition-related revenue and expenses1,490 2,011 7,591 10,374 
Cyber incident and vulnerability response expenses, net951 — 5,126 — 
Gain on sale of assets held for sale— — — (10,770)
Non-GAAP income from operations$68,390 $60,075 $208,122 $180,105 
Adjusted net income:
GAAP net income$19,098 $21,797 $54,862 $71,361 
Amortization of acquired intangibles25,663 17,274 71,078 51,919 
Restructuring expenses and other843 130 6,230 784 
Stock-based compensation10,072 8,639 30,111 26,110 
Acquisition-related revenue and expenses1,490 2,011 7,591 10,374 
Gain on sale of assets held for sale— — — (10,770)
Cyber incident and vulnerability response expenses, net951 — 5,126 — 
Provision for income taxes(9,368)(5,761)(26,553)(16,242)
Non-GAAP net income$48,749 $44,090 $148,445 $133,536 
Adjusted diluted earnings per share:
GAAP diluted earnings per share$0.42 $0.50 $1.23 $1.61 
Amortization of acquired intangibles0.57 0.39 1.60 1.17 
Stock-based compensation0.23 0.19 0.67 0.59 
Restructuring expenses and other0.02 — 0.14 0.02 
Acquisition-related revenue and expenses0.03 0.05 0.17 0.23 
Gain on sale of assets held for sale— — — (0.24)
Cyber incident and vulnerability response expenses, net0.02 — 0.12 — 
Provision for income taxes(0.21)(0.13)(0.60)(0.37)
Non-GAAP diluted earnings per share$1.08 $1.00 $3.33 $3.01 
Non-GAAP weighted avg shares outstanding - diluted44,981 43,935 44,543 44,299 



9

OTHER NON-GAAP FINANCIAL MEASURES1
(Unaudited)

Adjusted Free Cash Flow
Three Months EndedNine Months Ended
(In thousands)August 31, 2023August 31, 2022% ChangeAugust 31, 2023August 31, 2022% Change
Cash flows from operations$46,041 $39,670 16 %$140,759 $152,023 (7)%
Purchases of property and equipment(1,212)(1,107)%(3,181)(3,086)%
Free cash flow44,829 38,563 16 %137,578 148,937 (8)%
Add back: restructuring payments2,820 674 318 %4,982 3,019 65 %
Adjusted free cash flow$47,649 $39,237 21 %$142,560 $151,956 (6)%




10

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2023 GUIDANCE1
(Unaudited)
Fiscal Year 2023 Updated Revenue Guidance
Fiscal Year EndedFiscal Year Ending
November 30, 2022November 30, 2023
(In millions)Low% ChangeHigh% Change
GAAP revenue$602.0 $688.3 14 %$694.3 15 %
Acquisition-related adjustments - revenue8.6 3.7 (57)%3.7 (57)%
Non-GAAP revenue$610.6 $692.0 13 %$698.0 14 %

Fiscal Year 2023 Updated Non-GAAP Operating Margin Guidance
Fiscal Year Ending November 30, 2023
(In millions)LowHigh
GAAP income from operations$102.8 $106.6 
GAAP operating margins15 %15 %
Acquisition-related revenue3.7 3.7 
Acquisition-related expense5.0 5.0 
Restructuring expense10.0 10.0 
Stock-based compensation40.7 40.7 
Amortization of acquired intangibles96.6 96.6 
Cyber incident and vulnerability response expenses, net6.8 6.8 
Total adjustments(2)
162.8 162.8 
Non-GAAP income from operations$265.6 $269.4 
Non-GAAP operating margin38 %39 %
(2)Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from MarkLogic and restructuring expenses. The final amounts will not be available until the Company's internal procedures and reviews are completed.

Fiscal Year 2023 Updated Non-GAAP Earnings per Share and Effective Tax Rate Guidance
Fiscal Year Ending November 30, 2023
(In millions, except per share data)LowHigh
GAAP net income$60.8 $63.8 
Adjustments (from previous table)162.8 162.8 
Income tax adjustment(3)
(35.4)(35.7)
Non-GAAP net income$188.2 $190.9 
GAAP diluted earnings per share$1.36 $1.42 
Non-GAAP diluted earnings per share$4.20 $4.26 
Diluted weighted average shares outstanding44.8 44.8 


3 Tax adjustment is based on a non-GAAP effective tax rate of approximately 20%, calculated as follows:
Non-GAAP income from operations$265.6 $269.4 
Other (expense) income(30.5)(30.5)
Non-GAAP income from continuing operations before income taxes235.1 238.9 
Non-GAAP net income188.2 190.9 
Tax provision$46.9 $48.0 
Non-GAAP tax rate20 %20 %

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RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2023 GUIDANCE1
(Unaudited)

Fiscal Year 2023 Adjusted Free Cash Flow Guidance
Fiscal Year Ending November 30, 2023
(In millions)LowHigh
Cash flows from operations (GAAP)$175 $181 
Purchases of property and equipment(5)(5)
Add back: restructuring payments
Adjusted free cash flow (non-GAAP)$177 $183 


RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q4 2023 GUIDANCE1
(Unaudited)

Q4 2023 Revenue Guidance
Three Months EndedThree Months Ending
November 30, 2022November 30, 2023
(In millions)Low% ChangeHigh% Change
GAAP revenue$157.1 $170.8 %$176.8 13 %
Acquisition-related adjustments - revenue2.1 0.6 (71)%0.6 (71)%
Non-GAAP revenue$159.2 $171.4 %$177.4 11 %

Q4 2023 Non-GAAP Earnings per Share Guidance
Three Months Ending November 30, 2023
LowHigh
GAAP diluted earnings per share$0.13 $0.19 
Acquisition-related revenue0.01 0.01 
Acquisition-related expense0.01 0.01 
Restructure expense0.08 0.08 
Stock-based compensation0.23 0.23 
Amortization of acquired intangibles0.56 0.56 
Cyber incident and vulnerability response expenses, net0.04 0.04 
Total adjustments0.93 0.93 
Income tax adjustment(0.19)(0.19)
Non-GAAP diluted earnings per share$0.87 $0.93 

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