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Proofpoint Announces Fourth Quarter and Full Year 2012 Financial Results

SUNNYVALE, CA -- (Marketwire) -- 01/31/13 -- Proofpoint, Inc. (NASDAQ: PFPT)

Fourth Quarter Highlights

  • Total revenue of $28.6 million, up 26% year-over-year
  • Subscription revenue of $27.5 million, up 29% year-over-year
  • Billings of $36.7 million, up 37% year-over-year
  • GAAP EPS loss of $0.17; Non GAAP EPS loss of $0.10
  • Generated operating cash flow of $4.7 million and free cash flow of $2.7 million

Proofpoint, Inc. (NASDAQ: PFPT), a leading security-as-a-service provider, today announced financial results for the fourth quarter and full year ended December 31, 2012.

"The fourth quarter marked a strong finish to the year, driven by our continued high win rates, expansion with our existing customers, record renewals and momentum with our strategic partners," stated Gary Steele, chief executive officer of Proofpoint. "Our efforts to strengthen our global sales infrastructure and enhance our cloud-based product portfolio are paying off, as evidenced by the growth of international revenues and continued diversity of our revenue streams."

Steele continued, "Demand for our integrated, cloud-based security platform remained robust and our growth continued to significantly outpace the market as we further penetrate our mid-sized and enterprise class customers. Looking forward, we entered 2013 with good momentum and remain well positioned to extend our technology leadership position and increase our global market share."

Fourth Quarter 2012 Financial Highlights

  • Revenue: Total revenue for the fourth quarter of 2012 was $28.6 million, an increase of 26% compared to $22.7 million in the prior-year period. Within total revenue, subscription revenue was $27.5 million, an increase of 29% on a year-over-year basis. Hardware and services revenue contributed the remaining $1.2 million of total revenue for the fourth quarter of 2012.

  • Billings: Total billings were $36.7 million for the fourth quarter of 2012, an increase of 37% compared to the fourth quarter of 2011. The company defines billings, a non-GAAP financial measure, as revenue recognized during the period plus the change in deferred revenue from the beginning to the end of the period.

  • Gross Profit: GAAP gross profit for the fourth quarter was $20.3 million compared to $14.9 million for the fourth quarter of 2011. Non-GAAP gross profit for the quarter was $20.9 million compared to $16.0 million in the year ago period. Non-GAAP gross margin was 73% for the fourth quarter of 2012, compared to 70% during the same period last year.

  • Operating Loss: GAAP operating loss for the fourth quarter was $5.5 million compared to a loss of $6.1 million during the fourth quarter last year. Non-GAAP operating loss for the fourth quarter of 2012 was $3.1 million, compared to a loss of $3.6 million during the same period last year.

  • Net Loss: GAAP net loss for the fourth quarter was $5.6 million or $0.17 per share based on 32.4 million weighted average diluted shares outstanding. This compares to a GAAP net loss of $6.4 million or $1.52 per share based on 4.2 million weighted average diluted shares outstanding in the prior-year period.

    Non-GAAP net loss for the fourth quarter of 2012 was $3.2 million or $0.10 per share based on 32.4 million weighted average diluted shares outstanding. This compares to a loss of $4.0 million or $0.17 per share based on 23.8 million weighted average diluted shares outstanding during the same period last year.

  • Adjusted EBITDA: Adjusted EBITDA for the fourth quarter of 2012 was negative $1.8 million compared to negative $2.7 million for the fourth quarter of 2011.

  • Cash and Cash Flow: As of December 31, 2012, Proofpoint had cash, cash equivalents and short term investments of $86.8 million, compared to $80.7 million as of September 30, 2012.

    The company generated $4.7 million in net cash from operations for the fourth quarter of 2012 compared to $0.2 million during the fourth quarter of 2011. The company generated $2.7 million in free cash flow for the quarter compared to negative $1.0 million during the fourth quarter of 2011.

Full Year 2012 Financial Highlights

  • Revenue: Total revenue for the full year of 2012 was $106.3 million, an increase of 30% compared to $81.8 million in 2011. Within total revenue, subscription revenue was $101.5 million, an increase of 37% on a year-over-year basis. Hardware and services revenue contributed the remaining $4.8 million of total revenue for 2012.

  • Billings: Total billings were $116.9 million for the full year of 2012, an increase of 31% compared to 2011.

  • Gross Profit: GAAP gross profit for the full year of 2012 was $73.1 million compared to $52.1 million for 2011. Non-GAAP gross profit for the year was $76.6 million compared to $56.3 million in 2011. Non-GAAP gross margin was 72% for the full year of 2012, compared to 69% during 2011.

  • Operating Loss: GAAP operating loss for the full year of 2012 was $19.7 million compared to a loss of $19.6 million during fiscal 2011. Non-GAAP operating loss for the full year of 2012 was $9.1 million, compared to a loss of $10.4 million during 2011.

  • Net Loss: GAAP net loss for the full year of 2012 was $20.5 million or $0.85 per share based on 24.1 million weighted average diluted shares outstanding. This compares to a GAAP net loss of $20.1 million or $5.03 per share based on 4.0 million weighted average diluted shares outstanding in the prior-year period.

    Non-GAAP net loss for the full year of 2012 was $9.9 million or $0.31 per share based on 31.8 million weighted average diluted shares outstanding, which assumes the company was public for the full year. This compares to a loss of $10.9 million or $0.46 per share based on 23.6 million weighted average diluted shares outstanding during 2011.

  • Adjusted EBITDA: Adjusted EBITDA for the full year of 2012 was negative $4.6 million compared to negative $7.2 million for 2011.

  • Cash Flow: The company generated $6.6 million in net cash from operations for the full year of 2012 compared to negative $0.2 million during 2011. The company generated $0.7 million in free cash flow for the full year compared to negative $5.1 million during 2011.

    A reconciliation of GAAP to non-GAAP financial measures has been provided in the financial tables included in this press release. An explanation of these measures is also included below under the heading "Non-GAAP Financial Measures."

Fourth Quarter and Recent Business Highlights:

  • Announced that Microsoft and Proofpoint have agreed to extend their partnership agreement by another three years.

  • Announced that VMware has implemented the Proofpoint suite of solutions, including enhanced archive, eDiscovery and compliance for the VMware Zimbra® platform.

  • Positioned in the "Leaders" quadrant in Gartner's 2012 Magic Quadrant for Enterprise Information Archiving.

  • Named a "Leader" in The Forrester Wave: Email Content Security, Q4 2012 report -- top ranked in categories including data leak prevention, product strategy, and performance and operations.

  • Selected as a Readers Trust Award finalist in the "Best Email Security Solution" category for the 2013 SC Magazine Awards.

"We had a very strong finish to 2012 driven by exceptional execution and we are very pleased to have achieved positive free cash flow for the full year, which exceeded our expectations," stated Paul Auvil, chief financial officer of Proofpoint. "The combination of our strong billings performance, robust recurring revenue growth, record renewal rates, market-leading cloud-based product portfolio and solid overall pipeline of business, positions the company to maintain momentum in the year ahead."

Financial Outlook
As of January 31, 2013 Proofpoint is providing guidance for its first quarter and full year 2013 as follows:

  • First Quarter 2013 Guidance: Total revenue is expected to be in the range of $29.3 million to $29.5 million. Billings is expected to be in the range of $29.4 million to $29.9 million. Adjusted EBITDA loss is expected to be in the range of $2.8 million to $2.5 million. Non-GAAP EPS loss is expected to be in the range of $0.13 and $0.12 based on approximately 33.3 million weighted average diluted shares outstanding.

  • Full Year 2013 Guidance: Total revenue is expected to be in the range of $126.0 million to $128.0 million. Billings is expected to be in the range of $144.0 million to $146.0 million. Adjusted EBITDA loss is expected to be in the range of $4.8 million and $4.5 million. Non-GAAP EPS loss is expected to be in the range of $0.36 and $0.35 based on approximately 34.5 million weighted average diluted shares outstanding. Free cash flow, defined as operating cash flow less capital expenditure, is expected to be approximately positive $5.0 million, which assumes capital expenditures of $7.0 million to $8.0 million.

Quarterly Conference Call
Proofpoint will host a conference call today at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) to review the company's financial results for the fourth quarter and full year ended December 31, 2012. To access this call, dial 800.818.6592 for the U.S. and Canada or 719.325.2207 for international callers with conference ID #4995884. A live webcast of the conference call will be accessible from the investor's page of Proofpoint's website at investors.proofpoint.com, and a recording will be archived and accessible at investors.proofpoint.com. An audio replay of this conference call will also be available through February 14, 2013, by dialing 877.870.5176 for the U.S. and Canada or 858.384.5517 for international callers and entering passcode #4995884.

About Proofpoint, Inc.
Proofpoint Inc. (NASDAQ: PFPT) is a leading security-as-a-service provider that focuses on cloud-based solutions for threat protection, compliance, archiving & governance and secure communications. Organizations around the world depend on Proofpoint's expertise, patented technologies and on-demand delivery system to protect against phishing, malware and spam, safeguard privacy, encrypt sensitive information, and archive and govern messages and critical enterprise information. More information is available at www.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 the momentum in the company's business, future growth, market share 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 effect of general economic conditions; specific economic risks in different geographies and among different industries; failure to maintain or increase renewals and increased business from existing customers; 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 product introductions and innovation; the ability to attract and retain key personnel; 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 Proofpoint's products and services less competitive; risks associated with the adoption of, and demand for, the Security-as-a-Service model in general and by specific industries; risks related to integrating the employees, customers and technologies of acquired businesses; and the other risk factors set forth from time to time in our filings with the SEC, including our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, and the other reports we file with the SEC, copies of which are available free of charge at the SEC's website at www.sec.gov or upon request from our investor relations department. 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.

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. We define non-GAAP gross profit as GAAP gross profit plus stock-based compensation expense and the amortization of intangibles associated with acquisitions. We consider this non-GAAP financial measure to be a useful metric for management and investors because they exclude the effect of stock-based compensation expense and the amortization of intangibles associated with 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 versus gross profit calculated in accordance with GAAP. Non-GAAP gross profit excludes stock-based compensation expense. 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 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 evaluating non-GAAP gross profit together with gross profit calculated in accordance with GAAP.

Non-GAAP operating loss. We define non-GAAP operating loss as operating loss plus stock-based compensation expense and the amortization of intangibles associated with acquisitions. We consider this non-GAAP financial measure to be a useful metric for management and investors because they exclude the effect of stock-based compensation expense and the amortization of intangibles associated with 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 operating loss versus operating loss calculated in accordance with GAAP. For example, non-GAAP operating loss excludes stock-based compensation expense. 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 operating loss may differ from the components that our peer companies exclude when they report their non-GAAP results of operations. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from non-GAAP operating loss and evaluating non-GAAP operating loss together with operating loss calculated in accordance with GAAP.

Non-GAAP net loss. We define non-GAAP net loss as net loss plus stock-based compensation expense and the amortization of intangibles associated with acquisitions. 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 loss. However, in order to provide a complete picture of our recurring core business operating results, we exclude from non-GAAP net loss the tax effects associated with stock-based compensation and the amortization of intangibles associated with acquisitions. We used a 6 percent effective tax rate to calculate non-GAAP net loss for the fourth quarter of 2012 and 2 percent for the fourth quarter of 2011. We believe that a 4-8% effective tax rate range is a reasonable estimate of the near-term normalized tax rate under our current global operating structure. The same limitations described above regarding our use of non-GAAP operating loss also apply to our use of non-GAAP net loss.

Billings. We define billings as revenue recognized plus the change in deferred revenue from the beginning to the end of the period. 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. 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.

Adjusted EBITDA. We define adjusted EBITDA as net loss, adjusted to exclude: depreciation, amortization of intangibles, interest income (expense), net, provision for income taxes, stock-based compensation, acquisition-related expense, other income, and other expense. We believe that the use of adjusted EBITDA is useful to investors and other users of our financial statements in evaluating our operating performance because it provides them with an additional tool to compare business performance across companies and across periods. We use adjusted EBITDA in conjunction with traditional GAAP operating performance measures as part of our overall assessment of our performance, for planning purposes, including the preparation of our annual operating budget, to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance. We do not place undue reliance on adjusted EBITDA as our only measure of operating performance. Adjusted EBITDA should not be considered as a substitute for other measures of financial performance reported in accordance with GAAP. There are limitations to using this non-GAAP financial measure, including that other companies may calculate this measure differently than we do, that they do not reflect our capital expenditures or future requirements for capital expenditures and that they do not reflect changes in, or cash requirements for, our working capital.

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 management's 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 "Management's 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.
              Condensed Consolidated Statements of Operations
                             (On a GAAP basis)
                  (In thousands, except per share amounts)
                                (Unaudited)

                                  Three Months Ended        Year Ended
                                     December 31,          December 31,
                                 --------------------  --------------------
                                    2012       2011       2012       2011
                                 ---------  ---------  ---------  ---------
Revenue:
  Subscription                   $  27,460  $  21,363  $ 101,470  $  73,896
  Hardware and services              1,189      1,328      4,825      7,942
                                 ---------  ---------  ---------  ---------
    Total revenue                   28,649     22,691    106,295     81,838
Cost of revenue:(1)(2)
  Subscription                       6,928      6,640     28,342     24,193
  Hardware and services              1,400      1,111      4,866      5,537
                                 ---------  ---------  ---------  ---------
    Total cost of revenue            8,328      7,751     33,208     29,730
                                 ---------  ---------  ---------  ---------
Gross profit                        20,321     14,940     73,087     52,108
Operating expense:(1)(2)
  Research and development           6,487      5,363     24,854     19,779
  Sales and marketing               15,451     12,606     55,202     42,676
  General and administrative         3,834      3,054     12,705      9,237
                                 ---------  ---------  ---------  ---------
    Total operating expense         25,772     21,023     92,761     71,692
                                 ---------  ---------  ---------  ---------
Operating loss                      (5,451)    (6,083)   (19,674)   (19,584)
Interest income (expense), net           2        (42)      (108)      (300)
Other income (expense), net            (54)       (99)      (154)       113
                                 ---------  ---------  ---------  ---------
Loss before provision for income
 taxes                              (5,503)    (6,224)   (19,936)   (19,771)
Provision for income taxes             (91)      (201)      (521)      (370)
                                 ---------  ---------  ---------  ---------
Net loss                         $  (5,594) $  (6,425) $ (20,457) $ (20,141)
                                 =========  =========  =========  =========
Net loss per share, basic and
 diluted                         $   (0.17) $   (1.52) $   (0.85) $   (5.03)
                                 =========  =========  =========  =========
Weighted average shares
 outstanding, basic and diluted     32,388      4,225     24,056      4,005

(1) Includes stock-based
 compensation expense as
 follows:
  Cost of subscription revenue   $     214  $      85  $     657  $     366
  Cost of hardware and services
   revenue                              24          9         70         29
  Research and development             460        379      1,869      1,247
  Sales and marketing                  801        558      3,103      1,976
  General and administrative           439        226      1,622        930
                                 ---------  ---------  ---------  ---------
    Total stock-based
     compensation expense        $   1,938  $   1,257  $   7,321  $   4,548
                                 =========  =========  =========  =========
(2) Includes intangible
 amortization expense as
 follows:
  Cost of subscription revenue   $     333  $     963  $   2,785  $   3,772
  Research and development               7          1         30          1
  Sales and marketing                   72        143        461        769
                                 ---------  ---------  ---------  ---------
    Total intangible
     amortization expense        $     412  $   1,107  $   3,276  $   4,542
                                 =========  =========  =========  =========



                              Proofpoint, Inc.
                   Condensed Consolidated Balance Sheets
                             (On a GAAP basis)
                  (In thousands, except per share amounts)
                                (Unaudited)

                                                December 31,   December 31,
                                               -------------  -------------
                                                    2012           2011
                                               -------------  -------------
Assets
Current assets
  Cash and cash equivalents                    $      39,254  $       9,767
  Short-term investments                              47,554          2,947
  Accounts receivable, net                            18,115         15,789
  Inventory                                              567            729
  Deferred product costs, current                      1,184          1,803
  Prepaid expenses and other current assets            3,105          2,556
                                               -------------  -------------
    Total current assets                             109,779         33,591
Property and equipment, net                            8,560          7,353
Deferred product costs, noncurrent                       326            987
Goodwill                                              18,557         18,557
Intangible assets, net                                 2,913          6,189
Other noncurrent assets                                  211          1,275
                                               -------------  -------------
    Total assets                               $     140,346  $      67,952
                                               =============  =============
Liabilities, Convertible Preferred Stock and
 Stockholders' Deficit
Current liabilities
  Accounts payable                                     2,496  $       3,504
  Accrued liabilities                                 12,080         10,061
  Notes payable and lease obligations                  1,658            467
  Deferred rent                                          786            517
  Deferred revenue                                    62,642         52,836
                                               -------------  -------------
    Total current liabilities                         79,662         67,385
Notes payable and lease obligations,
 noncurrent                                            2,354          4,514
Other long term liabilities, noncurrent                  402             85
Deferred revenue, noncurrent                          24,217         23,404
                                               -------------  -------------
    Total liabilities                                106,635         95,388
                                               -------------  -------------

Convertible preferred stock, $0.0001 par
 value; no shares authorized, issued and
 outstanding as of December 31, 2012 and
 19,712 shares authorized, 19,471 shares
 issued and outstanding at December 31, 2011,
 net of issuance costs and liquidation
 preference of $110,338                                    -        109,911
                                               -------------  -------------
Stockholders' equity (deficit)
Preferred stock, $0.0001 par value; 5,000
 shares authorized; no shares issued and
 outstanding at December 31, 2012; no shares
 authorized, issued and outstanding at
 December 31, 2011                                         -              -
                                               -------------  -------------
Common stock, $0.0001 par value; 200,000 and
 71,400 shares authorized at December 31, 2012
 and December 31, 2011, respectively; 33,044
 and 4,961 shares issued and outstanding at
 December 31, 2012 and December 31, 2011,
 respectively                                              3              1
Additional paid-in capital                           216,280         24,773
Accumulated other comprehensive income (loss)              3             (3)
Accumulated deficit                                 (182,575)      (162,118)
                                               -------------  -------------
  Total stockholders' equity (deficit)                33,711       (137,347)
                                               -------------  -------------
  Total liabilities, convertible preferred
   stock, and stockholders' equity (deficit)   $     140,346  $      67,952
                                               =============  =============



                              Proofpoint, Inc.
              Condensed Consolidated Statements of Cash Flows
                             (On a GAAP basis)
                               (In thousands)
                                (Unaudited)

                                  Three Months Ended        Year Ended
                                     December 31,          December 31,
                                 --------------------  --------------------
                                    2012       2011       2012       2011
                                 ---------  ---------  ---------  ---------
Cash flows from operating
 activities
  Net loss                       $  (5,594) $  (6,425) $ (20,457) $ (20,141)
  Adjustments to reconcile net
   loss to net cash provided by
   (used in) operating
   activities
    Depreciation and
     amortization                    1,672      1,990      7,710      7,684
    Provision for allowance for
     doubtful accounts                   -          8          -          8
    Stock-based compensation         1,938      1,257      7,321      4,548
    Change in fair value of
     warrant liability                   -          -          -        (66)
    Change in fair value of
     contingent earn-outs                -          -          -        208
    Changes in assets and
     liabilities:
      Accounts receivable           (1,034)    (3,061)    (2,326)    (2,702)
      Inventory                        331       (266)       162       (144)
      Deferred products costs          159        419      1,280      2,779
      Prepaid expenses and other
       current assets                  585       (434)      (548)      (778)
      Noncurrent assets                 43         (3)        97        168
      Accounts payable              (1,783)       542       (683)       300
      Accrued liabilities              386      2,273      3,163        722
      Earn-out payment                   -       (285)         -       (285)
      Deferred rent                    (52)       219        269        447
      Deferred revenue               8,023      3,926     10,619      7,084
                                 ---------  ---------  ---------  ---------
        Net cash provided by
         (used in) operating
         activities                  4,674        160      6,607       (168)
                                 ---------  ---------  ---------  ---------
Cash flows from investing
 activities
  Proceeds from sales and
   maturities of short-term
   investments                      12,342      2,070     15,493      2,791
  Purchase of short-term
   investments                     (10,779)         3    (60,095)    (5,080)
  Purchase of property and
   equipment, net                   (2,020)    (1,166)    (5,904)    (4,930)
  Acquisitions of business (net
   of cash acquired)                     -         26          -       (134)
                                 ---------  ---------  ---------  ---------
      Net cash provided by (used
       in) investing activities       (457)       933    (50,506)    (7,353)
                                 ---------  ---------  ---------  ---------
Cash flows from financing
 activities
  Proceeds from issuance of
   common stock, net of
   repurchases                       3,955        333      6,060      1,199
  Proceeds from initial public
   offering, net of offering
   costs                               (34)         -     68,295          -
  Proceeds of equipment
   financing loans                       -      1,999          -      4,925
  Repayments of equipment
   financing loans                    (412)       (35)      (969)      (208)
  Earn-out payment                       -       (715)         -       (715)
                                 ---------  ---------  ---------  ---------
      Net cash provided by
       financing activities          3,509      1,582     73,386      5,201
                                 ---------  ---------  ---------  ---------
      Net increase (decrease) in
       cash and cash equivalents     7,726      2,675     29,487     (2,320)
Cash and cash equivalents
  Beginning of period               31,528      7,092      9,767     12,087
                                 ---------  ---------  ---------  ---------
  End of period                  $  39,254  $   9,767  $  39,254  $   9,767
                                 =========  =========  =========  =========



                    Reconciliation of Non-GAAP Measures
                  (In thousands, except per share amounts)
                                (Unaudited)

                                  Three Months Ended        Year Ended
                                     December 31,          December 31,
                                 --------------------  --------------------
                                    2012       2011       2012       2011
                                 ---------  ---------  ---------  ---------

GAAP gross profit                $  20,321  $  14,940  $  73,087  $  52,108
Plus Adjustments:
Stock-based compensation expense       238         94        727        395
Intangible amortization expense        333        963      2,785      3,772
                                 ---------  ---------  ---------  ---------
Non-GAAP gross profit               20,892     15,997     76,599     56,275
                                 ---------  ---------  ---------  ---------

GAAP operating loss                 (5,451)    (6,083)   (19,674)   (19,584)
Plus:
Stock-based compensation expense     1,938      1,257      7,321      4,548
Intangible amortization expense        412      1,107      3,276      4,542
Non-recurring acquisition
 expense                                 -         97          3        125
                                 ---------  ---------  ---------  ---------
Non-GAAP operating loss             (3,101)    (3,622)    (9,074)   (10,369)
                                 ---------  ---------  ---------  ---------

GAAP net loss                       (5,594)    (6,425)   (20,457)   (20,141)
Plus:
Stock-based compensation expense     1,938      1,257      7,321      4,548
Intangible amortization expense        412      1,107      3,276      4,542
Non-recurring acquisition
 expense                                 -         97          3        125
                                 ---------  ---------  ---------  ---------
Non-GAAP net loss                   (3,244)    (3,964)    (9,857)   (10,926)
                                 ---------  ---------  ---------  ---------


Weighted average shares
 outstanding, basic and diluted     32,388      4,225     24,056      4,005
Plus:

Additional weighted average
 shares giving effect to initial
 public offering and conversion
 of convertible preferred stock
 at the beginning of the period          -     19,567      7,708     19,567
Shares used in computing Non-
 GAAP net loss per share,
                                 ---------  ---------  ---------  ---------
  basic and diluted                 32,388     23,792     31,764     23,572
                                 ---------  ---------  ---------  ---------

Non-GAAP net loss, basic and
 diluted                         $   (0.10) $   (0.17) $   (0.31) $   (0.46)



               Reconciliation of Net Loss to Adjusted EBITDA
                               (In thousands)
                                (Unaudited)

                                  Three Months Ended        Year Ended
                                     December 31,          December 31,
                                 --------------------  --------------------
                                    2012       2011       2012       2011
                                 ---------  ---------  ---------  ---------

Net Loss                         $  (5,594) $  (6,425) $ (20,457) $ (20,141)
Depreciation                         1,260        883      4,434      3,142
Amortization of Intangible
 Assets                                412      1,107      3,276      4,542
Interest (income) expense, net          (2)        42        108        300
Provision for Income Taxes              91        201        521        370
                                 ---------  ---------  ---------  ---------
EBITDA                           $  (3,833) $  (4,192) $ (12,118) $ (11,787)
                                 ---------  ---------  ---------  ---------

Stock Based Comp                 $   1,938  $   1,257  $   7,321  $   4,548
Acquisition Related Expenses             -         97          3        125
Other Income                            (6)        (1)       (18)      (141)
Other Expense                           60        100        172         28
                                 ---------  ---------  ---------  ---------
Adjusted EBITDA                  $  (1,841) $  (2,739) $  (4,640) $  (7,227)
                                 ---------  ---------  ---------  ---------



                 Reconciliation of Total Revenue to Billings
                  (In thousands, except per share amounts)
                                 (Unaudited)

                                      Three Months Ended      Year Ended
                                         December 31,        December 31,
                                     ------------------- -------------------
                                        2012      2011      2012      2011
                                     --------- --------- --------- ---------

Total Revenue                        $  28,649 $  22,691 $ 106,295 $  81,838

Deferred Revenue
Ending                                  86,859    76,240    86,859    76,240
Beginning                               78,836    72,259    76,240    69,101
                                     --------- --------- --------- ---------
Net Change                               8,023     3,981    10,619     7,139
                                     --------- --------- --------- ---------

                                     --------- --------- --------- ---------
Billings                             $  36,672 $  26,672 $ 116,914 $  88,977
                                     --------- --------- --------- ---------

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Proofpoint, Inc.
408-338-6870
odebruce@proofpoint.com

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ICR for Proofpoint, Inc.
646-277-1230
seth.potter@icrinc.com

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