GlobeNewswire Inc | Apr 26, 2021 08:06AM EDT

April 26, 2021

First Quarter Highlights

-- Total revenue of $287.8 million, up 15% year-over-year -- Billings of $276.7 million, up 16% year-over-year -- GAAP EPS of $(0.79) per share, Non-GAAP EPS of $0.49 per share -- Operating cash flow of $95.1 million and free cash flow of $88.5 million

SUNNYVALE, Calif., April 26, 2021 (GLOBE NEWSWIRE) -- Proofpoint, Inc. (the Company) (NASDAQ: PFPT), a leading cybersecurity and compliance company, today announced financial results for the first quarter ended March 31, 2021.

Our first quarter results mark a strong start to the year after record revenues in fiscal year 2020, stated Gary Steele, chief executive officer of Proofpoint.These results are a testament to our focused execution and people-centric approach to threat protection, information protection and compliance, which is winning across our market. We are also pleased to announce our transaction with Thoma Bravo, which we believe will position Proofpoint to build on this momentum and unlock the next phase of growth for our company.

First Quarter 2021 Financial Highlights

-- Revenue: Total revenue for the first quarter of 2021 was $287.8 million, an increase of 15%, compared to $249.8 million for the first quarter of 2020. -- Billings: Total billings for the first quarter of 2021 were $276.7 million, an increase of 16%, compared to $238.0 million for the first quarter of 2020. -- Gross Profit: GAAP gross profit for the first quarter of 2021 was $214.3 million, compared to $180.8 million for the first quarter of 2020. Non-GAAP gross profit for the first quarter of 2021 was $232.0 million, compared to $197.7 million for the first quarter of 2020. GAAP gross margin for the first quarter of 2021 was 74%, compared to 72% for the first quarter of 2020. Non-GAAP gross margin for the first quarter of 2021 was 81%, compared to 79% for the first quarter of 2020. -- Operating Income (Loss): GAAP operating loss for the first quarter of 2021 was $(42.1) million, compared to a loss of $(41.8) million for the first quarter of 2020. Non-GAAP operating income for the first quarter of 2021 was $38.2 million, compared to $25.4 million for the first quarter of 2020. -- Net Income (Loss): GAAP net loss for the first quarter of 2021 was $(45.3) million, or $(0.79) per share, based on 57.3 million weighted average shares outstanding. This compares to a GAAP net loss of $(66.8) million, or $(1.17) per share, based on 57.0 million weighted average shares outstanding for the first quarter of 2020. Non-GAAP net income for the first quarter of 2021 was $31.5 million, or $0.49 per share, based on 65.5 million weighted average diluted shares outstanding. This compares to Non-GAAP net income of $24.4 million, or $0.38 per share, based on 65.0 million weighted diluted shares outstanding for the first quarter of 2020. Non-GAAP earnings per share for the first quarters of 2021 and 2020 included the 6.0 million shares associated with the companys convertible notes, and cash interest expense (net of tax) of $0.5 million for each period were added back to net income as the If-Converted threshold during these periods was achieved. -- Cash and Cash Flow: As of March 31, 2021, Proofpoint had cash, cash equivalents, and short-term investments of $882.6 million. The Company generated $95.1 million in net cash from operations for the first quarter of 2021, compared to $92.2 million during the first quarter of 2020. Capital expenditures were $6.6 million for the first quarter of 2021, compared to $12.4 million for the first quarter of 2020. The Companys free cash flow for the first quarter of 2021 was $88.5 million, compared to $79.8 million for the first quarter of 2020. -- Stock Repurchase Plan: The Company repurchased approximately 209,000 shares at an average price of $124.87 during the first quarter of 2021.

Transaction with Thoma BravoIn a separate press release issued today, Proofpoint announced that it has entered into a definitive agreement to be acquired by Thoma Bravo, a leading private equity investment firm focused on the software and technology-enabled services sector, for approximately $12.3billion in cash, or $176.00per share. The transaction is expected to close in the third quarter of 2021, subject to customary closing conditions, including approval by Proofpoint shareholders and receipt of regulatory approvals. Upon closing of the transaction, Proofpoint will become a private company, and its common stock will no longer be listed on any public market.

Cancellation of Earnings Conference Call and Suspension of GuidanceIn light of the announced transaction with Thoma Bravo, Proofpoint has cancelled its earnings conference call previously scheduled for April 29, 2021. In addition, the Company will not be providing financial guidance for the second quarter of 2021 and is suspending its financial guidance for the full year 2021 as a result of the pending transaction.

About Proofpoint,Inc.Proofpoint,Inc. (NASDAQ: PFPT) is a leading cybersecurity and compliance company that protects organizations greatest assets and biggest risks: their people. With an integrated suite of cloud-based solutions, Proofpoint helps companies around the world stop targeted threats, safeguard their data, and make their users more resilient against cyber attacks. Leading organizations of all sizes, including more than half of the Fortune 1000, rely on Proofpoint for people-centric security and compliance solutions that mitigate their most critical risks across email, the cloud, social media, and the web. More information is available atwww.proofpoint.com.

Proofpoint is a trademark or registered trademark of Proofpoint,Inc. in the U.S. and other countries. All other trademarks contained herein are the property of their respective owners.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties.These forward-looking statements include statements regarding momentum in the companys business, market position, win rates and renewal rates, future growth, and future financial results. It is possible that future circumstances might differ from the assumptions on which such statements are based. Important factors that could cause results to differ materially from the statements herein include: the potential direct and indirect impact of events beyond our control such as the current coronavirus (COVID-19) pandemic on our business, financial condition and operations, including on our customers spending and on our expenses, supply chain, and employees; failure to maintain or increase renewals from existing customers and failure to generate increased business through existing or new channel partner relationships; uncertainties related to continued success in sales growth and market share gains; failure to convert sales opportunities into definitive customer agreements; risks associated with successful implementation of multiple integrated software products and other product functionality; competition, particularly from larger companies with more resources than Proofpoint; risks related to new target markets, new product introductions and innovation and market acceptance thereof; the ability to attract and retain key personnel; potential changes in strategy; risks associated with management of growth; lengthy sales and implementation cycles, particularly in larger organizations; the time it takes new sales personnel to become fully productive; unforeseen delays in developing new technologies and the uncertain market acceptance of new products or features; technological changes that make Proofpoints products and services less competitive; security breaches, which could affect our brand; the costs of litigation; the impact of changes in foreign currency exchange rates; the effect of general economic conditions, including as a result of specific economic risks in different geographies and among different industries; risks related to integrating the employees, customers and technologies of acquired businesses; assumption of unknown liabilities from acquisitions; ability to retain customers of acquired entities; and the other risk factors set forth from time to time in our filings with the SEC, including our Annual Report on Form10-K for the year ended December 31, 2020, and the other reports we file with the SEC, copies of which are available free of charge at the SECs website at www.sec.gov or on our investor relations website at https://investors.proofpoint.com/investors/financials-and-filings/quarterly-and-annual-reports/default.aspx. All forward-looking statements herein reflect our opinions only as of the date of this release, and Proofpoint undertakes no obligation, and expressly disclaims any obligation, to update forward-looking statements herein in light of new information or future events.

Important Information and Where to Find It

In connection with the proposed transaction between Proofpoint, Inc. (Proofpoint) and Thoma Bravo, L.P. (Thoma Bravo), Proofpoint will file with the Securities and Exchange Commission (SEC) a proxy statement (the Proxy Statement), the definitive version of which will be sent or provided to Proofpoint stockholders. Proofpoint may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement or any other document which Proofpoint may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement (when it is available) and other documents that are filed or will be filed with the SEC by Proofpoint through the website maintained by the SEC at www.sec.gov, Proofpoints investor relations website at https://investors.proofpoint.com or by contacting the Proofpoint investor relations department at the following:

Proofpoint, Inc.investor-relations@proofpoint.com(408) 585-4351

Participants in the Solicitation

Proofpoint and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Proofpoints directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in Proofpoints proxy statement for its 2020 annual meeting of stockholders, which was filed with the SEC on April 24, 2020. Proofpoint stockholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the proposed transaction, including the interests of Proofpoint directors and executive officers in the transaction, which may be different than those of Proofpoint stockholders generally, by reading the Proxy Statement and any other relevant documents that are filed or will be filed with the SEC relating to the transaction. You may obtain free copies of these documents using the sources indicated above.

Cautionary Statement Regarding Forward-Looking Statements About the Proposed Transaction

This communication contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Proofpoints current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, its business and industry, managements beliefs and certain assumptions made by Proofpoint and Thoma Bravo, all of which are subject to change. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as expect, anticipate, intend, plan, believe, could, seek, see, will, may, would, might, potentially, estimate, continue, expect, target, similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control, and are not guarantees of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the proposed transaction or to make or take any filing or other action required to consummate the transaction on a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the proposed transaction on anticipated terms and timing, including obtaining shareholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of Proofpoints business and other conditions to the completion of the transaction; (ii) the impact of the COVID-19 pandemic on Proofpoints business and general economic conditions; (iii) Proofpoints ability to implement its business strategy; (iv) significant transaction costs associated with the proposed transaction; (v) potential litigation relating to the proposed transaction; (vi) the risk that disruptions from the proposed transaction will harm Proofpoints business, including current plans and operations; (vii) the ability of Proofpoint to retain and hire key personnel; (viii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; (ix) legislative, regulatory and economic developments affecting Proofpoints business; (x) general economic and market developments and conditions; (xi) the evolving legal, regulatory and tax regimes under which Proofpoint operates; (xii) potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that could affect Proofpoints financial performance; (xiii) restrictions during the pendency of the proposed transaction that may impact Proofpoints ability to pursue certain business opportunities or strategic transactions; and (xiv) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Proofpoints response to any of the aforementioned factors. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the Proxy Statement to be filed with the U.S. Securities and Exchange Commission in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the Proxy Statement will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Proofpoints financial condition, results of operations, or liquidity. Proofpoint does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

Computational Guidance on Earnings Per Share Estimates

Accounting principles require that EPS be computed based on the weighted average shares outstanding (basic), and also assuming the issuance of potentially issuable shares (such as those subject to stock options, convertible notes,etc.) if those potentially issuable shares would reduce EPS (diluted).

The number of shares related to options and similar instruments included in diluted EPS is based on the Treasury Stock Method prescribed in Financial Accounting Standards Board (FASB) ASC Topic 260, Earnings Per Share (FASB ASC Topic 260). This method assumes a theoretical repurchase of shares using the proceeds of the respective stock option exercise at a price equal to the issuers average stock price during the related earnings period. Accordingly, the number of shares includable in the calculation of diluted EPS in respect of stock options and similar instruments is dependent on this average stock price and will increase as the average stock price increases.

The number of shares includable in the calculation of diluted EPS in respect of convertible senior notes is based on the If Converted method prescribed in FASB ASC Topic 260. This method assumes the conversion or exchange of these securities for shares of common stock. In determining if convertible securities are dilutive, the interest savings (net of tax) subsequent to an assumed conversion are added back to net earnings. The shares related to a convertible security are included in diluted EPS only if EPS as otherwise calculated is greater than the interest savings, net of tax, divided by the shares issuable upon exercise or conversion of the instrument. Accordingly, the calculation of diluted EPS for these instruments is dependent on the level of net earnings.

Non-GAAP Financial Measures

We have provided in this release financial information that has not been prepared in accordance with GAAP. We use these non-GAAP financial measures internally in analyzing our financial results and believe they are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance. We believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial results with other companies in our industry, many of which present similar non-GAAP financial measures to investors.

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures below. As previously mentioned, a reconciliation of our non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included below in this press release.

Non-GAAP gross profit and gross margin. We define non-GAAP gross profit as GAAP gross profit, adjusted to exclude stock-based compensation expense and the amortization of intangibles associated with acquisitions. We define non-GAAP gross margin as non-GAAP gross profit divided by GAAP revenue. We consider these non-GAAP financial measures to be useful metrics for management and investors because they exclude the effect of non-cash charges that can fluctuate for Proofpoint, based on timing of equity award grants and the size, timing and purchase price allocation of acquisitions so that our management and investors can compare our recurring core business operating results over multiple periods. There are a number of limitations related to the use of non-GAAP gross profit and non-GAAP gross margin versus gross profit and gross margin, in each case, calculated in accordance with GAAP. For example, stock-based compensation has been and will continue to be for the foreseeable future a significant recurring expense in our business. Stock-based compensation is an important part of our employees compensation and impacts their performance. In addition, the components of the costs that we exclude in our calculation of non-GAAP gross profit and non-GAAP gross margin may differ from the components that our peer companies exclude when they report their non-GAAP results. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from non-GAAP gross profit and non-GAAP gross margin and evaluating non-GAAP gross profit and non-GAAP gross margin together with gross profit and gross margin calculated in accordance with GAAP.

Non-GAAP operating income. We define non-GAAP operating income as operating loss, adjusted to exclude stock-based compensation expense, the amortization of intangibles, costs associated with acquisitions, litigations and facility exit costs related to the relocation of our corporate headquarters. Costs associated with acquisitions include legal, accounting, and other professional fees, as well as changes in the fair value of contingent consideration obligations. We consider this non-GAAP financial measure to be a useful metric for management and investors because it excludes the effect of stock-based compensation expense and the amortization of intangibles and costs associated with acquisitions, litigations and facility exit costs so that our management and investors can compare our recurring core business operating results over multiple periods. There are a number of limitations related to the use of non-GAAP operating income versus operating loss calculated in accordance with GAAP. For example, as noted above, non-GAAP operating income excludes stock-based compensation expense. In addition, the components of the costs that we exclude in our calculation of non-GAAP operating income may differ from the components that our peer companies exclude when they report their non-GAAP results of operations, and some of these items are cash-based. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from non-GAAP operating income and evaluating non-GAAP operating income together with operating loss calculated in accordance with GAAP.

Non-GAAP net income. We define non-GAAP net income as net loss, adjusted to exclude stock-based compensation expense, amortization of intangibles, costs associated with acquisitions, litigations, facility exit costs related to the relocation of our corporate headquarters, non-cash interest expense related to the convertible debt discount and issuance costs, and tax effects. We consider this non-GAAP financial measure to be a useful metric for management and investors for the same reasons that we use non-GAAP operating income.

Our current and deferred income tax expense is commensurate with the non-GAAP measure of profitability using a non-GAAP tax rate of 17% for the three months ended March 31, 2021 and 2020. We use an annual projected tax rate in a computation of the non-GAAP income tax provision, and exclude the impact of stock-based compensation, intangible amortization expenses, costs associated with acquisitions, litigations, facility exit costs related to the relocation of our corporate headquarters, and non-cash interest expense related to the debt discount and issuance costs for the convertible notes. The projected rate considers other factors such as our current operating structure, existing tax positions in various jurisdictions, and key legislation in major jurisdictions where we operate.

Billings. We define billings as revenue recognized plus the change in deferred revenue and customer prepayments less change in unbilled accounts receivable from the beginning to the end of the period, but excluding additions to deferred revenue and customer prepayments from acquisitions. Customer prepayments represent billed amounts for which the contract can be terminated and the customer has a right of refund. Unbilled accounts receivable represent amounts for which the company has recognized revenue, pursuant to its revenue recognition policy, for subscription software already delivered and professional services already performed, but billed in arrears and for which the company believes it has an unconditional right to payment. We consider billings to be a useful metric for management and investors because billings drive deferred revenue, which is an important indicator of the health and visibility of our business, and has historically represented a majority of the quarterly revenue that we recognize. There are a number of limitations related to the use of billings versus revenue calculated in accordance with GAAP. Billings include amounts that have not yet been recognized as revenue, but exclude additions to deferred revenue from acquisitions. We may also calculate billings in a manner that is different from other companies that report similar financial measures. Management compensates for these limitations by providing specific information regarding GAAP revenue and evaluating billings together with revenues calculated in accordance with GAAP.

Free cash flow. We define free cash flow as net cash provided by operating activities minus capital expenditures. We consider free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that, after the acquisition of property and equipment, can be used for strategic opportunities, including investing in our business, making strategic acquisitions, and strengthening the balance sheet. Analysis of free cash flow facilitates managements comparisons of our operating results to competitors operating results. A limitation of using free cash flow versus the GAAP measure of net cash provided by operating activities as a means for evaluating our company is that free cash flow does not represent the total increase or decrease in the cash balance from operations for the period because it excludes cash used for capital expenditures during the period. Management compensates for this limitation by providing information about our capital expenditures on the face of the cash flow statement and in the Managements Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources section of our quarterly and annual reports filed with the SEC.

Proofpoint,Inc.Consolidated Statements of Operations(In thousands, except per share amounts)(Unaudited)

Three Months Ended March 31, 2021 2020 Revenue: Subscription $ 283,612 $ 244,069 Hardware and services 4,219 5,705 Total revenue 287,831 249,774 Cost of revenue:^(^1)(^2) Subscription 64,007 59,848 Hardware and services 9,513 9,083 Total cost of revenue 73,520 68,931 Gross profit 214,311 180,843 Operating expense:^(^1)(^2) Research and development 80,518 69,895 Sales and marketing 143,144 123,162 General and administrative 32,711 29,555 Total operating expense 256,373 222,612 Operating loss (42,062 ) (41,769 )Interest expense (1,528 ) (1,524 )Other income, net 365 4,621 Loss before income taxes (43,225 ) (38,672 )Provision for income taxes (2,094 ) (28,169 )Net loss $ (45,319 ) $ (66,841 )Net loss per share, basic and diluted $ (0.79 ) $ (1.17 )Weighted average shares outstanding, basic and 57,334 56,974 diluted (1) Includes stock-based compensation expense as follows:Cost of subscription revenue $ 5,463 $ 5,542 Cost of hardware and services revenue 1,612 1,371 Research and development 17,717 15,605 Sales and marketing 27,263 18,519 General and administrative 9,056 10,528 Total stock-based compensation expense $ 61,111 $ 51,565 (2) Includes intangible amortization expense as follows:Cost of subscription revenue $ 10,616 $ 9,938 Sales and marketing 3,573 4,513 Total intangible amortization expense $ 14,189 $ 14,451

Proofpoint,Inc.Consolidated Balance Sheets(In thousands, except per share amounts)(Unaudited) March 31, December 31, 2021 2020 Assets Current assets: Cash and cash equivalents $ 882,550 $ 910,279 Accounts receivable, net 180,971 255,390 Inventory 457 317 Deferred product costs 3,466 3,480 Deferred commissions 59,191 57,779 Prepaid expenses and other current assets 33,110 32,493 Total current assets 1,159,745 1,259,738 Property and equipment, net 107,692 111,030 Operating lease right-of-use assets 182,728 182,228 Long-term deferred product costs 394 420 Goodwill 738,037 688,454 Intangible assets, net 131,303 130,392 Long-term deferred commissions 110,181 108,762 Other assets 22,456 17,686 Total assets $ 2,452,536 $ 2,498,710 Liabilities and Stockholders? Equity Current liabilities: Accounts payable $ 2,407 $ 2,233 Accrued liabilities 112,931 132,187 Operating lease liabilities 32,961 28,560 Deferred revenue 704,890 702,248 Total current liabilities 853,189 865,228 Convertible senior notes 907,037 906,084 Long-term operating lease liabilities 177,110 178,506 Other long-term liabilities 39,606 39,639 Long-term deferred revenue 183,598 190,032 Total liabilities 2,160,540 2,179,489 Stockholders? equity Common stock, $0.0001 par value; 200,000 sharesauthorized; 58,949 shares issued and 57,406shares outstanding at March 31, 2021; 58,513 6 6 shares issued and 57,178 shares outstanding atDecember 31, 2020Additional paid-in capital 1,351,655 1,307,474 Treasury stock, at cost; 1,543 shares at March (165,443 ) (139,356 )31, 2021 and 1,335 shares at December 31, 2020Accumulated deficit (894,222 ) (848,903 )Total stockholders? equity 291,996 319,221 Total liabilities and stockholders? equity $ 2,452,536 $ 2,498,710

Proofpoint,Inc.Consolidated Statements of Cash Flows(In thousands)(Unaudited)

Three Months Ended March 31, 2021 2020 Cash flows from operating activities Net loss $ (45,319 ) $ (66,841 )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization 24,033 23,470 Stock-based compensation 61,111 51,565 Amortization of debt issuance costs and accretion of 953 949 debt discountAmortization of deferred commissions 18,051 14,633 Noncash lease costs 7,920 6,426 Deferred income taxes (147 ) (325 )Other (260 ) (1,181 )Changes in assets and liabilities, net of effect of acquisitions:Accounts receivable 76,074 93,453 Inventory (140 ) 872 Deferred product costs 40 (58 )Deferred commissions (20,882 ) (15,170 )Prepaid expenses 1,034 (6,290 )Other current assets 143 (282 )Long-term assets (278 ) (96 )Accounts payable (655 ) (6,017 )Accrued liabilities (14,335 ) 14,720 Operating lease liabilities (4,589 ) (7,159 )Deferred revenue (7,664 ) (10,495 )Net cash provided by operating activities 95,090 92,174 Cash flows from investing activities Proceeds from maturities of short-term investments ? 39,232 Purchase of short-term investments ? (19,876 )Purchase of property and equipment (6,615 ) (12,359 )Acquisitions of business, net of cash and restricted (55,438 ) ? cash acquiredNet cash (used in) provided by investing activities (62,053 ) 6,997 Cash flows from financing activities Proceeds from issuance of common stock 761 2,966 Withholding taxes related to restricted stock net (29,827 ) (27,600 )share settlementRepurchases of common stock (27,079 ) ? Net cash used in financing activities (56,145 ) (24,634 )Effect of exchange rate changes on cash, cash (582 ) (907 )equivalents and restricted cashNet (decrease) increase in cash, cash equivalents and (23,690 ) 73,630 restricted cashCash, cash equivalents and restricted cash Beginning of period 918,951 857,907 End of period $ 895,261 $ 931,537

Reconciliation of Non-GAAP Measures(In thousands, except per share amounts)(Unaudited) Three Months Ended March 31, 2021 2020 GAAP gross profit $ 214,311 $ 180,843 GAAP gross margin 74 % 72 %Plus: Stock-based compensation expense 7,075 6,913 Intangible amortization expense 10,616 9,938 Non-GAAP gross profit 232,002 197,694 Non-GAAP gross margin 81 % 79 % GAAP operating loss (42,062 ) (41,769 )Plus: Stock-based compensation expense 61,111 51,565 Intangible amortization expense 14,189 14,451 Acquisition-related expenses 1,468 307 Litigation-related expenses 3,488 817 Non-GAAP operating income 38,194 25,371 GAAP net loss (45,319 ) (66,841 )Plus: Stock-based compensation expense 61,111 51,565 Intangible amortization expense 14,189 14,451 Acquisition-related expenses 1,468 307 Litigation-related expenses 3,488 817 Interest expense - debt discount and issuance 953 949 costsIncome tax expense (1) (4,363 ) 23,168 Non-GAAP net income $ 31,527 $ 24,416 Add interest expense of convertible senior 477 477 notes, net of tax (2)Numerator for non-GAAP EPS calculation $ 32,004 $ 24,893 Non-GAAP net income per share - diluted $ 0.49 $ 0.38 GAAP weighted average shares used to compute 57,334 56,974 net loss per share, dilutedDilutive effect of convertible senior notes 5,975 5,975 (2)Dilutive effect of employee equity incentive 2,227 2,082 plan awards (3)Non-GAAP weighted average shares used to 65,536 65,031 compute net income per share, diluted

(1) The Companys current and deferred income tax expense commensurate with the non-GAAP measure of profitability using non-GAAP tax rate of 17% for the three months ended March 31, 2021 and 2020. The Company uses annual projected tax rate in its computation of the non-GAAP income tax provision, and excludes the direct impact of stock-based compensation, intangible amortization expenses, costs associated with acquisitions, litigations, facility exit costs related to the relocation of our corporate headquarters, and non-cash interest expense related to the debt discount and issuance costs for the convertible notes.

(2) The Company uses the if-converted method to compute diluted earnings per share with respect to its convertible senior notes. There was no add-back of interest expense or additional dilutive shares related to the convertible senior notes where the effect was anti-dilutive.

(3) The Company uses the treasury method to compute the dilutive effect of employee equity incentive plan awards.

Reconciliation of Total Revenue to Billings(In thousands)(Unaudited)

Three Months Ended March 31, 2021 2020 Total revenue $ 287,831 $ 249,774 Deferred revenue and customer prepayments Ending 900,925 787,098 Beginning 904,126 797,173 Net Change (3,201 ) (10,075 )Unbilled accounts receivable Ending 2,673 3,965 Beginning 1,877 2,255 Net Change (796 ) (1,710 )Less: Deferred revenue and customer prepayments contributed (7,093 ) ? by acquisitionsBillings $ 276,741 $ 237,989

Reconciliation of GAAP Cash Flows from Operations to Free Cash Flows(In thousands)(Unaudited) Three Months Ended March 31, 2021 2020 GAAP cash flows provided by operating $ 95,090 $ 92,174 activitiesLess: Purchases of property and equipment (6,615 ) (12,359 )Non-GAAP free cash flows $ 88,475 $ 79,815

Media Contact

Kristy CampbellProofpoint,Inc.408-517-4710kcampbell@proofpoint.com

Investor Contact

Jason StarrProofpoint,Inc.408-585-4351jstarr@proofpoint.com