Good day and welcome to the Progress Software Corporation Q3 2023 Earnings Call. At this time, all participants are in a listen-only mode. After the speaker presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker Mr. Mike Micciche, Vice President of Investor Relations. Please go ahead, sir.

Oka, great. Thank you, Sherry. Good afternoon, everyone, and thanks for joining us for Progress Software's third quarter 2023 financial results conference call. On the line with me this afternoon are Yogesh Gupta, President and Chief Executive Officer; and Anthony Folger, our Chief Financial Officer. Before we get started, let's go over our Safe Harbor statement. During this call, we will discuss our outlook for future financial and operating performance, corporate strategies, product plans, cost initiatives and other information that might be considered forward looking. Such forward-looking information represents Progress Software's outlook and guidance only as of today and is subject to risks and uncertainties. For a description of the risk factors that may affect our results, please refer to the Risk Factors section in our most recent Form 10-K and 10-Q for the quarter ended May 31, 2023. Progress Software assumes no obligation to update the forward-looking statements included in this call. And additionally, please note that all the financial figures that we are going to reference on this call today are non-GAAP measures unless otherwise indicated. You can find a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP figures in our financial results press release, which was issued after the market close today. The document contains additional information related to our financial results for the third quarter of 2023. And I recommend you reference that for specific details. We have also prepared a presentation that contains supplemental data for our third quarter 2023 results, providing highlights and additional financial metrics. Both the earnings release and the supplemental presentation are available on the Investor Relations section of our website and the address is investors.progress.com. As Sherry mentioned today’s conference will be recorded in its entirety and will be available via replay on the Investor Relations section of our website. And so with that out of the way, Yogesh, I'll turn it to you.

Thank you, Mike. Good afternoon, everyone. Thank you for joining us. We're delighted to have a chance to discuss our fiscal third quarter ‘23 results, share some details about our business and provide our outlook for the remainder of fiscal year ‘23. As you've probably seen, Progress delivered another excellent performance in our third quarter during which we hit or exceeded all of our targets. And we have raised our guidance for FY23. So let's jump right in. Our strong performance in Q3 was driven once again by sustained demand for our products across all geographies, and solid execution from all of our teams, build attention to expenses and total management of our cost structure in an environment of pervasive inflation allowed us to meet our operating margin part. OpenEdge continues to provide significant splint as our workhorse product while our digital experience products also performed extremely well. In addition, our digital experience products received Gartner's highest customer choice distinction in the 2023 Voice of the Customer report, evaluating digital experience platforms, which was published at the end of August. MarkLogic is performing in line with our expectations, integration of the businesses on plan. And going forward, we expect MarkLogic to meet the timeline we laid out when the deal closed. This quarter’s out performance again demonstrates that our customers continue to rely on Progress technology to run their mission critical businesses, especially as the level of economic uncertainty increases. Our employees remain highly engaged and motivated. Our ability to attract and retain top talent remains at industry leading levels. And during this quarter, our employee retention rates improved even further. Anthony will break out all the numbers for you in a minute. But I'm very pleased with our execution on the top and the bottom line, as well as…

Thanks Yogesh. Good afternoon, everyone, and thanks for joining our call. As Yogesh mentioned, the third quarter was another strong one for Progress, further demonstrating the strength and durability of our business. Jumping right into the numbers, I'd like to start with ARR, which we believe provides the best view into our underlying performance. We closed Q3 with ARR of $577 million, which represents approximately 18% growth on a year-over-year basis, and 2% pro forma growth on a year-over-year basis. To be clear, the pro forma results include MarkLogic in both periods. The growth in ARR was driven by multiple products, and was again bolstered by strong net retention rates just under 101%. In the past, we've talked about our R&D investments, our focus on customer success, and the strength and stability of customer demand for our products. We believe our Q3 net retention rates reflect a healthy mix of all these factors. In addition to our solid ARR performance for the quarter, revenue for the quarter of $176 million was at the high end of the Q3 guidance range we provided back in June, and represents approximately 15% growth on a year-over-year basis. Our strong revenue performance in the quarter was driven by multiple products, including OpenEdge, which continues to perform ahead of our expectations. On a year-over-year basis, our revenue growth was driven by the addition of MarkLogic and stability in the rest of our business, which again this quarter showed slight growth on a year-over-year basis. Turning now to expenses. Our total costs and operating expenses were $107 million for the quarter, an increase of $14 million compared to Q3 of 2022. The year-over-year increase was driven entirely by the addition of MarkLogic to our business. Operating income was $68 million from the quarter, up $8 million…

[Operator Instructions] Our first question will come from the line of Ray McDonough with Guggenheim Securities.

Great, thanks for taking the questions. Maybe you guess for you, given the nature of solutions that you guys provide, the Progress provides, it's not surprising that OpenEdge has exhibited strength throughout the weak macroenvironment, but it seems like the whole business as you highlighted has been stable. And MarkLogic, again, it makes sense. Some of the other products makes sense. But is there any area of your portfolio where you're actually seeing a macro related impact? And if so, how might that be manifesting? And how should we think about the difference in buying behavior? Maybe between some of your more stable install bases?

Hey, Ray, thanks, good question. It's, we're actually not seeing challenges in any aspect of our business on the product lines, to be honest, we are hearing from our field organization that they're noticing that large projects that maybe customers were looking at they might be looking at them more closely. But really from our perspective our business continues to be strong, we are seeing strength across the board. And that is really delightful and wonderful to see, as Ray, right our products are truly about making organizations more effective, more efficient, run their business better. They underpin mission critical environments. So it just -- it is a wonderful business to be in. And I think the strength of the Progress business comes through in our results.

That all make sense, and I guess you were pretty clear, Yogesh that you're kind of on the hunt for your next acquisition or your next target. If we kind of think through the size of targets, or the size of an acquisition that you might be willing to do, should we be thinking that there's probably room to do a larger acquisition, maybe like MarkLogic, or a couple more smaller acquisitions? I guess the question is, how should we be thinking about the size of future acquisitions? And then in light of the increasing cost of capital, just with interest rates rising, how do you think about the hurdle rate for a future acquisition in terms of the returns? I know, you guys are very focused on return on invested capital. So I'm assuming your weighted average cost of capital is changing a little bit as interest rates rise, but just wondering, how are you thinking about those two things together?

Absolutely. Happy to happy to answer those. And maybe Anthony can help with the second part of -- the second aspect of the question with respect to hurdle rate. On the first part, Ray, as we have said, right we, our ideal sweet spot is to buy companies that are, let's say, in the 10% to 20%- 25% of our revenue size, right, and that's, and that goes up every time we buy another company, because our overall our base goes up, right. So our goal is over the long haul is to double our business in five years. And so effectively we might find a business that is 10%, in which case, we might find two of them, or maybe even slightly less than 10%. And we might find two of them, we might find something that is closer to 20% or even 25%. Some of it is, in fact, a lot of it depends on what comes to market, right. So the size of assets coming to market often range from even sub $50 million, which we look at, sometimes not as much as we used to, given our current size. But really, the $50 million to $150 million right now is our sweet spot. So in terms of revenue of the target, but that doesn't mean that we don't look at somewhat smaller, that doesn't mean that we don't look at somewhat bigger. The goal they're raised for is more operational, rather than the financial side for my perspective, can we bring in a business and integrated easily, can we do it in a way that our culture survives? Can we do it in a way that people realize that we're going to do things to Progress way going forward, which becomes really hard if you do like whatever it's called merger of equals or some nonsense like that. So to me acquisitions, from my perspective, like there has to be some go forward plan that has been consistent before and companies to be consistent going forward. So that's the rationale for the size limitation. Now Anthony, you want to speak to financing constraints or return on investment?

Yes, sure. In terms of the hurdle rate, yes, as interest rates continue to move up. It will affect our weighted average cost of capital a little bit. And it has, but I think our whack has stayed reasonably in check, probably 8.5% somewhere in that range. And I think we've been able to hit deals from a return perspective, probably in double digits over the past several years. So it certainly it pushes the envelope a bit. And I think as rates go up the math will tell you that multiples are going to need to come down a little bit. And that's the way our models work, and probably a lot of other folks as well. So yes, I think the hurdle rates or the return rates may creep up, and I think they're going to need to creep up, as long as rates stay high. And looks like that's where they're staying.

One moment for our next question. And that will come from the line of Pinjalim Bora with JPMorgan.

Hi, guys, this is [inaudible] on for Pinjalim. Can you help us understand the gross retention dynamics in the quarter?

Oh, sorry. Were you asking about gross retention dynamics in what?

In the quarter in Q3.

Oh in the quarter, yes, the overall gross retention of our products has been strong and continue to stay strong. There was no real difference between the gross retention in Q3 versus Q2 or Q1. We continue to see strong growth retention because without that, it would be tough to have net retention about 100%, right, as I've said many times, on many of these calls, right, our target is to sustain 100 plus percent net retention rate. And to do that, we need really solid gross retention rates. So we've had solid gross retention rates this quarter as well. Nothing, no real news there to be honest.

One moment for our next question. And that will come from the line of Brent Thill with Jefferies.

Awesome. Thank you, guys for taking the question, this is Antonio Venturim for Brent Thill. I had a quick question on headcount on both the operational side, and maybe the product development side, can you just provide us with any color on plans for headcount growth this year? And sort of where you've been focusing your investments in? And then on the product side, are there any particular ones you want to call out in terms of having a disproportionate amount of entering our resources?

Sure, so a couple of things, right. We, our headcount, this year, of course, went up when we acquired MarkLogic. Right, I mean, that's a -- that was an acquisition, they came with a bunch of employees. We didn't, of course, bring everybody on board. But a significant number of employees joined Progress because of the MarkLogic acquisition. In general, our headcount is flat, and we are not really hiring aggressively except for replacing people that turnover, right, fundamentally, we keep our headcount approximately flat, and Anthony, if you want feel free to add to that. I don't think that from a product investment perspective, and in the R&D side, and entering side we run a very lean organization overall. And one of the ways we sustain the retention of our customers whether it is gross retention, as well as net retention, which is really remarkable, is by investing in the products, so that the products continue to get better, continue to stay competitive and stay relevant. And we don't, but we're very, very careful, right, we, it isn't as though we've got people sitting around and drinking not doing real productive work, that is helping move the needle on our retention and expansion efforts, as well as winning some new customers. So it is all we measure it, we track it, we measure performance. And so we are continuing to invest appropriately for the profiles of those businesses. And just a little bit more color on that some people say, well what percentage of revenue you might invest on a particular product, right, it is a combination of things, if it's a very large revenue number, right? The percentage of revenue invested in the entering side on the product is less because of large denominator. But so the question really is what work do we need to do to keep our products competitive in the market, to make sure that they continue to be relevant, to make sure that our customers are happy. And that's what drives our entering investment.

Awesome. Great. Thanks for that. And then maybe just a quick follow up, I think you sort of alluded to it. But can you drill down on the go-to-market strategy with MarkLogic and how are you approaching that and sort of what the realignment of the go-to-market looks like?

Sure. So that we, as you might be aware, we have had a very strong internally portfolio of a relational database and data integration for our technologies between OpenEdge and DataDirect, right. And these two products are a significant part of our business in terms of revenue. And MarkLogic is a no SQL database. So it complements our OpenEdge database and Semaphore product does semantic analysis of data across all types of data. And so, really, the go-to-market is to bring, efforts have been to bring together these go-to-market organizations. So they are one organization now for all of our data platform business. So our application and data platform business, which is -- which includes these products is all one and together, it's completely integrated. It's under one general manager and so that makes for opportunities to potentially if something arises to take products in from one portfolio to another. But it also means that we have strong relationships and relationship management skills at Progress, and we bring those to bear in terms of retention and expansion skills as well. So I hope that answers the question, it is now combined with our application and data management go-to-market effort.

I'm showing no further questions in the queue. At this time, I'll turn the call back over to Mr. Yogesh Gupta, for any closing remarks. Actually, we did have a question come from Ittai Kidron with Oppenheimer.

Thank you. I thought I had my hand raised. Guys, thank you so much for the time. Quick three questions from me, Yogesh, first of all, can you comment on MOVEit in a little bit more detail? More specifically, it seems like the impact of this continues to be unraveled, almost on a weekly basis here. How many customers have already got off the platform? How many of you think more might be coming? And is there, I'm trying to think about their liability exposure here. Is there anything that can come back to you because of this? And is there -- do you have cyber insurance because -- for that, I don't know if I'm asking the right questions. But I'm trying to really understand the more -- the lasting impact of this on your business.

So, Ittai, thanks for questions and Ittai, I will try to answer as many of these as I can, as you know, we do have an ongoing investigation, we do have ongoing legal efforts around this. So most of our communication happens through our filings. But let me share some of the things that you were asking. So from the perspective of our customers, actually, our customers have been extremely positive about what we've been doing for them. As we mentioned that there was minimal impact on our business in Q3. As you noticed that in Q4, and for the year, right, we are still confident about our outcome. So we're not really seeing what I would call meaningful act from our customer at this point. As far as litigation expense, it is way too early, to try to do any kind of an estimate as to what it would be. I think we had shared that we have a cyber insurance to the tune of $15 million. That's 15. And we report I mean, we reported in our press release basically sort of the approximate expense in this area, and we will continue to report that in our 10-Q and we just don't know what the future litigation impact might be because it is so early. But in general customers have been, to be honest, really happy with our response.

Okay. Anthony, a couple of financial questions. First of all, the US dollar is making a move. Can you remind us what if anything is, how this influences your financial statements?

Yes, sure, Ittai. I think we would say that we're north of 70% of our top line of our billings and revenue are done in dollars. And from an expense perspective, I think we're in the high 60s. And most of the foreign currency billings are sort of, I would say it's euro or pound, or dollars that are closely -- move closely in concert with those two. So I think as to the extent that the dollar weakens, we may see a little bit of benefit from that. But there's a pretty decent natural hedge built in. So it can move the top line a little bit, but generally speaking, on the margin, we have a reasonable natural hedge in place.

Got it. Okay, and then lastly, on your guidance for the fourth quarter, you haven't really moved it at all, whatever the upside was in the quarter, you kind of rolled it over into the next -- into your annual guide, and you did not really change your fourth quarter number. And I'm just kind of wondering why it fit, your guide is short, before it consensuses, will fund the top line and the bottom line and trying to think what's the solid execution that you have with the environment being stable? And with the fourth quarter being kind of year end quarter? Why aren't you a bit more upbeat and willing to commit to a higher set of numbers?

Yes, no, I think we're pretty upbeat at time. And I think revenues up a $1 million at the mid and I think EPS is up $0.03 at the mid. And that's been a pretty consistent theme each quarter this year. So I think we feel pretty good in terms of the demand environment, in terms of our ability to manage costs, in terms of the integration of MarkLogic. And so we felt like going into Q4, taking numbers up a little bit was a pretty positive sign. And I am not sure what others are doing out there in this market. But certainly taking numbers up into Q4 felt like pretty positive thing to do. And to the extent we can overperform those numbers, I think, even better.

Thank you. And as I'm showing no further questions in the queue at this time, I'll turn the call back over to Mr. Yogesh Gupta for any closing remarks.

Well, thank you, Sherry. And thanks again, everyone for joining us. We look forward to talking to you again soon. Have a good night.

Thank you all for participating. This concludes today's program. You may now disconnect.