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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 2023
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____to _____.
Commission File Number: 0-19417
PROGRESS SOFTWARE CORPORATION
(Exact name of registrant as specified in its charter) 
Delaware 04-2746201
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

15 Wayside Road, Suite 400
Burlington, Massachusetts 01803
(Address of principal executive offices) (Zip code)

(781280-4000
(Registrant’s telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per sharePRGSThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer 
Non-accelerated filer 
(Do not check if a smaller reporting company)Smaller reporting company 
Emerging growth company
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No  
As of September 26, 2023, there were 43,565,346 shares of the registrant’s common stock, $.01 par value per share, outstanding.



PROGRESS SOFTWARE CORPORATION
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2023
TABLE OF CONTENTS
PART I
Item 1.
Item 2.
Item 3.
Item 4.
PART II
Item 1.
Item 1A.
Item 2.
Item 5.
Item 6.
2


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets
(In thousands, except share data)August 31, 2023November 30, 2022
Assets
Current assets:
Cash and cash equivalents$137,999 $256,277 
Accounts receivable (less allowances of $985 and $859, respectively)
99,726 97,834 
Unbilled receivables31,668 29,158 
Other current assets33,447 42,784 
Total current assets302,840 426,053 
Long-term unbilled receivables33,121 39,936 
Property and equipment, net16,166 14,927 
Intangible assets, net378,824 217,355 
Goodwill826,048 671,037 
Right-of-use lease assets20,596 17,574 
Deferred tax assets11,745 11,765 
Other assets8,128 12,832 
Total assets$1,597,468 $1,411,479 
Liabilities and stockholders’ equity
Current liabilities:
Current portion of long-term debt, net$11,390 $6,234 
Accounts payable8,729 9,282 
Accrued compensation and related taxes41,606 42,467 
Dividends payable to stockholders8,354 8,115 
Short-term operating lease liabilities10,088 7,471 
Other accrued liabilities24,935 16,765 
Short-term deferred revenue, net219,601 227,670 
Total current liabilities324,703 318,004 
Long-term debt, net389,388 259,220 
Convertible senior notes, net354,246 352,625 
Long-term operating lease liabilities15,086 15,041 
Long-term deferred revenue, net60,167 54,770 
Deferred tax liabilities4,240 4,628 
Other noncurrent liabilities4,592 8,687 
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value; authorized, 10,000,000 shares; issued, none
  
Common stock, $0.01 par value; authorized, 200,000,000 shares; issued and outstanding, 43,565,346 shares in 2023 and 43,257,008 shares in 2022
438 433 
Additional paid-in capital361,062 331,650 
Retained earnings115,133 101,656 
Accumulated other comprehensive loss(31,587)(35,235)
Total stockholders’ equity445,046 398,504 
Total liabilities and stockholders’ equity$1,597,468 $1,411,479 
See notes to unaudited condensed consolidated financial statements.
3


Condensed Consolidated Statements of Operations
 
 Three Months EndedNine Months Ended
(In thousands, except per share data)August 31, 2023August 31, 2022August 31, 2023August 31, 2022
Revenue:
Software licenses$50,544 $47,618 $164,519 $135,182 
Maintenance and services124,448 103,599 352,950 309,704 
Total revenue174,992 151,217 517,469 444,886 
Costs of revenue:
Cost of software licenses2,732 2,477 7,998 7,669 
Cost of maintenance and services22,192 15,761 62,663 46,707 
Amortization of acquired intangibles7,995 5,558 22,253 16,589 
Total costs of revenue32,919 23,796 92,914 70,965 
Gross profit142,073 127,421 424,555 373,921 
Operating expenses:
Sales and marketing38,612 34,595 112,513 100,768 
Product development33,138 28,650 98,396 85,966 
General and administrative20,791 20,141 61,046 56,339 
Amortization of acquired intangibles17,668 11,716 48,825 35,330 
Cyber incident and vulnerability response expenses, net951  5,126  
Restructuring expenses843 130 6,230 784 
Acquisition-related expenses699 168 4,433 3,816 
Gain on sale of assets held for sale   (10,770)
Total operating expenses112,702 95,400 336,569 272,233 
Income from operations29,371 32,021 87,986 101,688 
Other (expense) income:
Interest expense(8,532)(4,009)(22,894)(11,368)
Interest income and other, net788 247 1,895 991 
Foreign currency loss, net(675)(577)(1,502)(832)
Total other expense, net(8,419)(4,339)(22,501)(11,209)
Income before income taxes20,952 27,682 65,485 90,479 
Provision for income taxes1,854 5,885 10,623 19,118 
Net income$19,098 $21,797 $54,862 $71,361 
Earnings per share:
Basic$0.44 $0.50 $1.27 $1.64 
Diluted$0.42 $0.50 $1.23 $1.61 
Weighted average shares outstanding:
Basic43,452 43,211 43,365 43,589 
Diluted44,981 43,935 44,543 44,299 
Cash dividends declared per common share$0.175 $0.175 $0.525 $0.525 
See notes to unaudited condensed consolidated financial statements.
4


Condensed Consolidated Statements of Comprehensive Income
Three Months EndedNine Months Ended
(In thousands)August 31, 2023August 31, 2022August 31, 2023August 31, 2022
Net income$19,098 $21,797 $54,862 $71,361 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments1,667 (7,632)5,124 (10,955)
Unrealized (loss) gain on hedging activity, net of tax benefit of $170 and $465 for the three and nine month periods ended August 31, 2023, respectively and net of tax provision of $377 and $1,542 for the three and nine month periods ended August 31, 2022, respectively
(537)1,191 (1,476)4,882 
Unrealized loss on investments, net of tax benefit of $0 for both the three and nine month periods ended August 31, 2023, respectively and net of tax of $0 and a tax benefit of $4 for the three and nine month periods ended August 31, 2022, respectively
 (1) (13)
Total other comprehensive income (loss), net of tax1,130 (6,442)3,648 (6,086)
Comprehensive income$20,228 $15,355 $58,510 $65,275 

See notes to unaudited condensed consolidated financial statements.

5


Condensed Consolidated Statements of Stockholders’ Equity
 
Nine Months Ended August 31, 2023
Common StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Stockholders' Equity
(in thousands)Number of SharesAmount
Balance, December 1, 202243,257 $433 $331,650 $101,656 $(35,235)$398,504 
Issuance of stock under employee stock purchase plan212 3 7,766 — — 7,769 
Exercise of stock options400 4 12,157 — — 12,161 
Vesting of restricted stock units and release of deferred stock units378 4 (4)— —  
Withholding tax payments related to net issuance of RSUs(147)(1)(8,100)— — (8,101)
Stock-based compensation— — 30,111 — — 30,111 
Dividends declared— — — (23,908)— (23,908)
Treasury stock repurchases and retirements(535)(5)(12,518)(17,477)— (30,000)
Net income— — — 54,862 — 54,862 
Other comprehensive income— — — — 3,648 3,648 
Balance, August 31, 202343,565 $438 $361,062 $115,133 $(31,587)$445,046 

Three Months Ended August 31, 2023
Common StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Stockholders' Equity
(in thousands)Number of SharesAmount
Balance, June 1, 202343,358 $436 $347,101 $103,995 $(32,717)$418,815 
Issuance of stock under employee stock purchase plan67 1 2,498 — — 2,499 
Exercise of stock options140 1 1,391 — — 1,392 
Stock-based compensation— — 10,072 — — 10,072 
Dividends declared— — — (7,960)— (7,960)
Net income— — — 19,098 — 19,098 
Other comprehensive loss— — — — 1,130 1,130 
Balance, August 31, 202343,565 $438 $361,062 $115,133 $(31,587)$445,046 

6


Nine Months Ended August 31, 2022
Common StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Stockholders' Equity
(in thousands)Number of SharesAmount
Balance, December 1, 202144,146 $441 $354,235 $90,256 $(32,443)$412,489 
Cumulative effect of adoption of ASU 2020-06— — (47,456)4,893 — (42,563)
Issuance of stock under employee stock purchase plan246 2 7,235 — — 7,237 
Exercise of stock options78 1 2,878 — — 2,879 
Vesting of restricted stock units and release of deferred stock units188 2 (2)— —  
Withholding tax payments related to net issuance of RSUs— — (5,405)— — (5,405)
Stock-based compensation— — 26,110 — — 26,110 
Dividends declared— — — (23,525)— (23,525)
Treasury stock repurchases and retirements(1,660)(16)(19,036)(56,472)— (75,524)
Net income— — — 71,361 — 71,361 
Other comprehensive income— — — — (6,086)(6,086)
Balance, August 31, 202242,998 $430 $318,559 $86,513 $(38,529)$366,973 

Three Months Ended August 31, 2022
Common StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Stockholders' Equity
(in thousands)Number of SharesAmount
Balance, June 1, 202243,454 $435 $309,913 $93,885 $(32,087)$372,146 
Issuance of stock under employee stock purchase plan68 — 2,024 — — 2,024 
Exercise of stock options18 — 643 — — 643 
Stock-based compensation— — 8,639 — — 8,639 
Dividends declared— — — (7,783)— (7,783)
Treasury stock repurchases and retirements(542)(5)(2,660)(21,386)— (24,051)
Net income— — — 21,797 — 21,797 
Other comprehensive loss— — — — (6,442)(6,442)
Balance, August 31, 202242,998 $430 $318,559 $86,513 $(38,529)$366,973 


7


Condensed Consolidated Statements of Cash Flows
 
 Nine Months Ended
(In thousands)August 31, 2023August 31, 2022
Cash flows from operating activities:
Net income$54,862 $71,361 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment4,690 3,682 
Amortization of acquired intangibles and other71,121 52,545 
Amortization of debt discount and issuance costs on Notes1,621 1,595 
Stock-based compensation30,111 26,110 
Non-cash lease expense6,958 5,919 
Gain on sale of assets held for sale (10,770)
Deferred income taxes(18,521)(286)
Credit losses and other sales allowances472 710 
Changes in operating assets and liabilities:
Accounts receivable31,478 2,858 
Other assets14,294 11,174 
Inventories2,209 (1,264)
Accounts payable and accrued liabilities(14,027)(10,055)
Lease liabilities(7,860)(6,481)
Income taxes payable2,362 (748)
Deferred revenue, net(39,011)5,673 
Net cash flows from operating activities140,759 152,023 
Cash flows (used in) from investing activities:
Purchases of investments(15,262) 
Sales and maturities of investments15,700 1,200 
Purchases of property and equipment(3,181)(3,086)
Payments for acquisitions, net of cash acquired(355,250) 
Proceeds from sale of long-lived assets, net 25,998 
Other investing activities 134 
Net cash flows (used in) from investing activities(357,993)24,246 
Cash flows from (used in) financing activities:
Proceeds from stock-based compensation plans20,373 10,384 
Payments for taxes related to net share settlements of equity awards(8,101)(5,405)
Repurchases of common stock(30,000)(75,524)
Dividend payments to stockholders(23,669)(23,351)
Proceeds from the issuance of debt195,000 7,474 
Repayment of revolving line of credit(55,000) 
Principal payment on term loan(5,157)(5,154)
Payment of debt issuance costs (1,957)
Net cash flows from (used in) financing activities93,446 (93,533)
Effect of exchange rate changes on cash and cash equivalents5,510 (14,027)
Net (decrease) increase in cash and cash equivalents(118,278)68,709 
Cash and cash equivalents, beginning of period256,277 155,406 
Cash and cash equivalents, end of period$137,999 $224,115 
8


Condensed Consolidated Statements of Cash Flows, continued
Nine Months Ended
August 31, 2023August 31, 2022
Supplemental disclosure:
Cash paid for income taxes, net of refunds of $924 in 2023 and $920 in 2022
$14,640 $8,954 
Cash paid for interest$17,630 $5,470 
Non-cash investing and financing activities:
Total fair value of restricted stock awards, restricted stock units and deferred stock units on date vested$23,077 $18,204 
Dividends declared and unpaid$8,354 $8,099 
See notes to unaudited condensed consolidated financial statements.
9


Notes to Condensed Consolidated Financial Statements

Note 1: Basis of Presentation

Company Overview - Progress Software Corporation ("Progress," the "Company," "we," "us," or "our") provides enterprise software products for the development, deployment and management of high-impact applications.

Our products are generally sold as perpetual licenses, but certain products also use term licensing models and our cloud-based offerings use a subscription-based model. More than half of our worldwide license revenue is realized through relationships with indirect channel partners, principally independent software vendors, original equipment manufacturers, distributors and value-added resellers. Independent software vendors develop and market applications using our technology and resell our products in conjunction with sales of their own products that incorporate our technology. Original equipment manufacturers are companies that embed our products into their own software products or devices. Value-added resellers are companies that add features or services to our product, then resell it as an integrated product or complete "turn-key" solution.

We operate in North America, Latin America, Europe, the Middle East and Africa ("EMEA"), and Asia and Australia ("Asia Pacific"), through local subsidiaries as well as independent distributors.

Basis of Presentation and Significant Accounting Policies - We prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. Accordingly, the financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("GAAP") for complete financial statements and these unaudited financial statements should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2022, as filed with the SEC on January 27, 2023 (our "2022 Annual Report").

We made no material changes in the application of our significant accounting policies that were disclosed in our 2022 Annual Report. We have prepared the accompanying unaudited condensed consolidated financial statements on the same basis as the audited financial statements included in our 2022 Annual Report, and these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full fiscal year.

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an on-going basis, management evaluates its estimates and records changes in estimates in the period in which they become known. These estimates are based on historical data and experience, as well as various other assumptions that management believes to be reasonable under the circumstances. The most significant estimates relate to revenue recognition and business combinations. Actual results could differ from those estimates.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements
Reference Rate Reform

In March 2020, the FASB issued Accounting Standards Update No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"), as amended in December 2022 by Accounting Standards Update No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 ("ASU 2022-06"). ASU 2020-04 provides guidance to alleviate the burden in accounting for reference rate reform by allowing certain expedients and exceptions in applying GAAP to contracts, hedging relationships and other transactions impacted by reference rate reform. The provisions apply only to those transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued due to reference rate reform. The Company adopted ASU 2020-04 in June 2023, in connection with the amendment of its interest rate swap agreement to implement certain changes in the reference rate from LIBOR to the Secured Overnight Financing Rate ("SOFR"). The application of this expedient preserves the cash flow hedge designation of the interest rate swaps and presentation consistent with past presentation and did not have a material impact on our consolidated financial statements.

10


Note 2: Cash and Cash Equivalents

A summary of our cash and cash equivalents at August 31, 2023 is as follows (in thousands):
 
Amortized Cost BasisUnrealized GainsUnrealized LossesFair Value
Cash$137,889 $— $— $137,889 
Money market funds110 — — 110 
Total$137,999 $— $— $137,999 

A summary of our cash and cash equivalents at November 30, 2022 is as follows (in thousands):
 
Amortized Cost BasisUnrealized GainsUnrealized LossesFair Value
Cash$229,023 $— $— $229,023 
Money market funds27,254 — — 27,254 
Total$256,277 $— $— $256,277 

There were no debt securities by contractual maturity due after one year as of August 31, 2023.

Note 3: Derivative Instruments

Cash Flow Hedge

On July 9, 2019, we entered into an interest rate swap contract with an initial notional amount of $150.0 million to manage the variability of cash flows associated with approximately one-half of our variable rate debt. The contract matures on April 30, 2024 and requires periodic interest rate settlements. Under this interest rate swap contract, we receive a floating rate based on the greater of 1-month LIBOR or 0.00%, and pay a fixed rate of 1.855% on the outstanding notional amount. In June 2023, the interest rate swap agreement was amended to implement certain changes in the reference rate from LIBOR to SOFR.

We have designated the interest rate swap as a cash flow hedge and assess the hedge effectiveness both at the onset of the hedge and at regular intervals throughout the life of the derivative. To the extent that the interest rate swap is highly effective in offsetting the variability of the hedged cash flows, changes in the fair value of the derivative are included as a component of other comprehensive loss on our condensed consolidated balance sheets. Although we have determined at the onset of the hedge that the interest rate swap will be a highly effective hedge throughout the term of the contract, any portion of the fair value swap subsequently determined to be ineffective will be recognized in earnings. As of August 31, 2023, the fair value of the hedge was a gain of $2.5 million, which was included in other current assets on our condensed consolidated balance sheets. The net amount of accumulated other comprehensive loss reclassified to interest expense during the nine months ended August 31, 2023 and August 31, 2022 was a decrease of $2.6 million and an increase of $1.1 million, respectively.

The following table presents our interest rate swap contract where the notional amount reflects the quarterly amortization of the interest rate swap, which is equal to approximately one-half of the corresponding reduction in the balance of our term loan as we make scheduled principal payments. The fair value of the derivative represents the discounted value of the expected future discounted cash flows for the interest rate swap, based on the amortization schedule and the current forward curve for the remaining term of the contract, as of the date of each reporting period (in thousands):
 August 31, 2023November 30, 2022
 Notional ValueFair ValueNotional ValueFair Value
Interest rate swap contracts designated as cash flow hedges$107,813 $2,466 $120,000 $4,407 

11


Forward Contracts

We generally use forward contracts that are not designated as hedging instruments to hedge economically the impact of the variability in exchange rates on intercompany accounts receivable and loans receivable denominated in certain foreign currencies. We generally do not hedge the net assets of our international subsidiaries.

All forward contracts are recorded at fair value on the consolidated balance sheets at the end of each reporting period and generally expire between 30 days and 2 years from the date the contract was entered. At August 31, 2023, $2.4 million and $0.2 million was recorded in other accrued liabilities and other current assets, respectively, on our condensed consolidated balance sheets. At November 30, 2022, $3.1 million and $0.1 million were recorded in other noncurrent liabilities and other current assets, respectively, on our condensed consolidated balance sheets.

In the three and nine months ended August 31, 2023, realized and unrealized gains of $1.1 million and $2.7 million, respectively, from our forward contracts were recognized in foreign currency loss, net, on our condensed consolidated statements of operations. In the three and nine months ended August 31, 2022, realized and unrealized losses of $5.4 million and $9.0 million, respectively, from our forward contracts were recognized in foreign currency loss, net, on our condensed consolidated statements of operations. These gains and losses were substantially offset by realized and unrealized gains and losses in the offsetting positions.

The table below details outstanding foreign currency forward contracts where the notional amount is determined using contract exchange rates (in thousands):
 
 August 31, 2023November 30, 2022
 Notional ValueFair ValueNotional ValueFair Value
Forward contracts to sell U.S. dollars$87,349 $(2,254)$74,578 $(2,995)
Forward contracts to purchase U.S. dollars1,243 (2)544 (5)
Total$88,592 $(2,256)$75,122 $(3,000)

Note 4: Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at August 31, 2023 (in thousands):
 
  Fair Value Measurements Using
 Total Fair ValueLevel 1Level 2Level 3
Assets
Money market funds$110 $110 $ $ 
Interest rate swap2,466  2,466  
Liabilities
Foreign exchange derivatives$(2,256)$ $(2,256)$ 

12


The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at November 30, 2022 (in thousands):
 
  Fair Value Measurements Using
 Total Fair ValueLevel 1Level 2Level 3
Assets
Money market funds$27,254 $27,254 $ $ 
Interest rate swap4,407  4,407  
Liabilities
Foreign exchange derivatives$(3,000)$ $(3,000)$ 

When developing fair value estimates, we maximize the use of observable inputs and minimize the use of unobservable inputs. When available, we use quoted market prices to measure fair value. The valuation technique used to measure fair value for our Level 1 and Level 2 assets is a market approach, using prices and other relevant information generated by market transactions involving identical or comparable assets. If market prices are not available, the fair value measurement is based on models that use primarily market-based parameters including yield curves, volatilities, credit ratings and currency rates.

Assets and Liabilities Not Carried at Fair Value

Fair Value of the Convertible Senior Notes

The fair value of our Convertible Senior Notes, with a carrying value of $354.2 million and $352.6 million, was $411.8 million and $376.0 million as of August 31, 2023 and November 30, 2022, respectively. The fair value was determined based on the quoted price in an over-the-counter market on the last trading day of the reporting period and classified within Level 1 in the fair value hierarchy.

Fair Value of Other Long-term Debt

The fair value of the borrowing outstanding detail in Note 7 approximates the carrying value of the debt due to variable rates that are applicable and no significant change in our credit ratings.

Fair Value of Other Financial Assets and Liabilities

The carrying amounts of other financial assets and liabilities including cash, accounts receivable, unbilled accounts receivable, accounts payable, and accrued liabilities approximate their respective fair values because of the relatively short period of time between their origination and their expected realization or settlement.

Note 5: Intangible Assets and Goodwill

Intangible Assets

Intangible assets are comprised of the following significant classes (in thousands):
 
August 31, 2023November 30, 2022
 Gross Carrying AmountAccumulated AmortizationNet Book ValueGross Carrying AmountAccumulated AmortizationNet Book Value
Purchased technology$280,000 $(173,129)$106,871 $212,700 $(150,877)$61,823 
Customer-related457,608 (205,298)252,310 306,308 (162,341)143,967 
Trademarks and trade names50,111 (30,468)19,643 37,611 (26,046)11,565 
Non-compete agreement   2,000 (2,000) 
Total$787,719 $(408,895)$378,824 $558,619 $(341,264)$217,355 

13


In the three and nine months ended August 31, 2023, amortization expense related to intangible assets was $25.7 million and $71.1 million, respectively. In the three and nine months ended August 31, 2022, amortization expense related to intangible assets was $17.3 million and $51.9 million, respectively.

Future amortization expense for intangible assets as of August 31, 2023, is as follows (in thousands):
 
Remainder of 2023$25,391 
202488,934 
202578,424 
202669,368 
202744,598 
Thereafter72,109 
Total$378,824 

Goodwill

Changes in the carrying amount of goodwill in the nine months ended August 31, 2023 are as follows (in thousands):

Balance, December 1, 2022$671,037 
Additions(1)
155,014 
Translation adjustments(3)
Balance, August 31, 2023$826,048 
(1) The additions to goodwill during fiscal year 2023 are related to the acquisition of MarkLogic in February 2023. See Note 6: Business Combinations for additional information.

Note 6: Business Combinations

MarkLogic Acquisition

On February 7, 2023, we completed the acquisition of the parent company of MarkLogic Corporation ("MarkLogic"), pursuant to the Stock Purchase Agreement (the "Purchase Agreement"), dated as of January 3, 2023. The acquisition was completed for a base purchase price of $355.0 million (subject to certain customary adjustments) in cash.

The acquisition consideration for MarkLogic has been preliminarily allocated to MarkLogic’s assets and assumed liabilities based on estimated fair values. The preliminary fair value estimates of the net assets acquired are based upon preliminary calculations and valuations, and those estimates and assumptions are subject to change as we obtain additional information for those estimates during the measurement period (up to one year from the acquisition date).

The allocation of the purchase price is as follows (in thousands):

Initial Purchase Price AllocationMeasurement Period AdjustmentsAdjusted Purchase Price AllocationLife
Net working capital$49,477 $(1,063)$48,414 
Property, plant and equipment723 — 723 
Purchased technology67,600 (300)67,300 7 years
Trade name12,500 — 12,500 7 years
Customer relationships162,200 (10,900)151,300 7 years
Other assets, including long-term unbilled receivables6,172 (1,401)4,771 
Deferred taxes(17,441)(957)(18,398)
Deferred revenue(33,116)— (33,116)
Goodwill140,964 14,050 155,014 
Net assets acquired$389,079 $(571)$388,508 

14


The fair value of the intangible assets was estimated using the income approach in which the after-tax cash flows are discounted to present value. The cash flows are based on estimates used to value the acquisition, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model as well as the weighted average cost of capital. The valuation assumptions take into consideration our estimates of customer attrition, technology obsolescence, and revenue growth projections.

We determined the acquisition date deferred revenue balance based on our assessment of the individual contracts acquired. A significant portion of the deferred revenue is expected to be recognized in the 12 months following the acquisition.

We recorded the excess of the purchase price over the identified tangible and intangible assets as goodwill. We believe that the investment value of the future enhancement of our product and solution offerings created as a result of this acquisition has principally contributed to a purchase price that resulted in the recognition of $155.0 million of goodwill, which is not deductible for tax purposes.

Acquisition-related transaction costs (e.g., legal, due diligence, valuation, and other professional fees) and certain acquisition restructuring and related charges are not included as a component of consideration transferred but are required to be expensed as incurred. During the three and nine months ended August 31, 2023, we incurred approximately $0.6 million and $4.1 million, respectively, of acquisition-related costs, which are included in acquisition-related expenses on our consolidated statement of operations.

The amount of revenue of MarkLogic included in our consolidated statement of operations during the three and nine months ended August 31, 2023, was approximately $20.4 million and $50.7 million, respectively. We determined that disclosing the amount of MarkLogic related earnings included in the consolidated statement of operations is impracticable, as certain operations of MarkLogic were integrated into the operations of the Company from the date of acquisition.

Pro Forma Information

The following pro forma financial information presents the combined results of operations of Progress and MarkLogic as if the acquisition had occurred on December 1, 2021, after giving effect to certain pro forma adjustments. The pro forma adjustments reflected herein include only those adjustments that are directly attributable to the MarkLogic acquisition and factually supportable. These pro forma adjustments include: (i) a net increase in amortization expense to record amortization expense relating to the $231.1 million of acquired identifiable intangible assets, (ii) an increase in interest expense to record interest for the period presented as a result of drawing down our revolving line of credit in connection with the acquisition, and (iii) the income tax effect of the adjustments made at the statutory tax rate of the U.S. (approximately 24.5%).

The pro forma financial information does not reflect any adjustments for anticipated expense savings resulting from the acquisition and is not necessarily indicative of the operating results that would have actually occurred had the transaction been consummated on December 1, 2021.

(in thousands, except per share data)Pro Forma Three Months Ended August 31, 2022
Revenue$174,676 
Net income$16,141 
Net income per basic share$0.37 
Net income per diluted share$0.37 

(in thousands, except per share data)Pro Forma Nine Months Ended August 31, 2023Pro Forma Nine Months Ended August 31, 2022
Revenue$556,319 $511,609 
Net income$64,094 $48,516 
Net income per basic share$1.48 $1.11 
Net income per diluted share$1.44 $1.10 

15


Note 7: Debt

As of August 31, 2023, future maturities of the Company's long-term debt were as follows:

(In thousands)2026 NotesRevolving Line of CreditTerm LoanTotal
Remainder of 2023$ $ $1,719 $1,719 
2024  13,750 13,750 
2025  20,625 20,625 
2026360,000  20,625 380,625 
2027 140,000 206,250 346,250 
Total face value of long-term debt360,000 140,000 262,969 762,969 
Unamortized discount and issuance costs(5,754) (2,191)(7,945)
Less current portion of long-term debt, net  (11,390)(11,390)
Long-term debt$354,246 $140,000 $249,388 $743,634 

The revolving line of credit has a term that ends on January 25, 2027, at which time all amounts outstanding must be repaid.

Note 8: Common Stock Repurchases

In January 2023, our Board of Directors increased the share repurchase authorization by $150.0 million, to an aggregate authorization of $228.0 million. In the three months ended August 31, 2023, we did not repurchase and retire any shares of our common stock. In the three months ended August 31, 2022, we repurchased and retired 0.5 million shares for $24.1 million. In the nine months ended August 31, 2023 and August 31, 2022, we repurchased and retired 0.5 million shares for $30.0 million and 1.7 million shares for $75.5 million, respectively. The shares were repurchased in both periods as part of our Board of Directors authorized share repurchase program. As of August 31, 2023, there was $198.0 million remaining under the current authorization.

Note 9: Stock-Based Compensation

Stock-based compensation expense reflects the fair value of stock-based awards, less the present value of expected dividends when applicable, measured at the grant date and recognized over the relevant service period. We estimate the fair value of each stock-based award on the measurement date using the current market price of the stock, the Black-Scholes option valuation model, or the Monte Carlo Simulation valuation model.

In 2021, 2022 and 2023, we granted performance-based restricted stock units that include two performance metrics under our Long-Term Incentive Plan ("LTIP") where the performance measurement period is three years. Vesting of the LTIP awards on the 2021, 2022 and 2023 plans are based on the following: (i) 25% is based on our level of attainment of specified TSR targets relative to the percentage appreciation of a specified index of companies for the respective three-year periods, and (ii) 75% is based on achievement of a three-year cumulative operating income target. In order to estimate the fair value of such awards, we used a Monte Carlo Simulation valuation model for the market condition portion of the award, and used the closing price of our common stock on the date of grant for the portion related to the performance condition.

The Black-Scholes and Monte Carlo Simulation valuation models incorporate assumptions as to stock price volatility, the expected life of options or awards, a risk-free interest rate and dividend yield. We recognize stock-based compensation expense related to options and restricted stock units on a straight-line basis over the service period of the award, which is generally four years for options and three years for restricted stock units. We recognize stock-based compensation expense related to our employee stock purchase plan using an accelerated attribution method.

16


The following table provides the classification of stock-based compensation as reflected on our condensed consolidated statements of operations (in thousands): 
 Three Months EndedNine Months Ended
 August 31, 2023August 31, 2022August 31, 2023August 31, 2022
Cost of maintenance and services$797 $527 $2,146 $1,410 
Sales and marketing1,763 1,331 5,027 3,423 
Product development3,065 2,586 9,112 7,548 
General and administrative4,447 4,195 13,826 13,729 
Total stock-based compensation$10,072 $8,639 $30,111 $26,110 

Note 10: Accumulated Other Comprehensive Loss

The following table summarizes the changes in accumulated balances of other comprehensive loss during the nine months ended August 31, 2023 (in thousands):
Foreign Currency Translation AdjustmentUnrealized Losses on InvestmentsUnrealized Gain (Losses) on Hedging ActivityAccumulated Other Comprehensive Loss
Balance, December 1, 2022$(38,523)$(61)$3,349 $(35,235)
Other comprehensive income (loss) before reclassifications, net of tax5,124  (1,476)3,648 
Balance, August 31, 2023$(33,399)$(61)$1,873 $(31,587)

The tax effect on accumulated unrealized gains (losses) on hedging activity and unrealized losses on investments was a tax provision of $0.7 million and $1.1 million as of August 31, 2023 and November 30, 2022, respectively.

Note 11: Revenue Recognition

Timing of Revenue Recognition

Our revenues are derived from licensing our products, and from related services, which consist of maintenance, hosting services, and consulting and education. Information relating to revenue from external customers by revenue type is as follows (in thousands):
 
Three Months EndedNine Months Ended
(In thousands)August 31, 2023August 31, 2022August 31, 2023August 31, 2022
Performance obligations transferred at a point in time:
Software licenses$50,544 $47,618 $164,519 $135,182 
Performance obligations transferred over time:
Maintenance105,164 91,043 299,917 272,337 
Services19,284 12,556 53,033 37,367 
Total revenue$174,992 $151,217 $517,469 $444,886 

17


Geographic Revenue

In the following table, revenue attributed to North America includes sales to customers in the U.S. and sales to certain multinational organizations. Revenue from EMEA, Latin America and the Asia Pacific region includes sales to customers in each region plus sales from the U.S. to distributors in these regions. Information relating to revenue from external customers from different geographical areas is as follows (in thousands):
 
Three Months EndedNine Months Ended
(In thousands)August 31, 2023August 31, 2022August 31, 2023August 31, 2022
North America$101,923 $84,826 $306,483 $248,313 
EMEA56,779 52,670 166,369 156,006 
Latin America6,318 4,577 15,297 13,138 
Asia Pacific9,972 9,144 29,320 27,429 
Total revenue$174,992 $151,217 $517,469 $444,886 

No single customer, partner, or country outside the U.S. has accounted for more than 10% of our total revenue for the three and nine months ended August 31, 2023 and August 31, 2022.

Contract Balances

Unbilled Receivables and Contract Assets

As of August 31, 2023, billing of our long-term unbilled receivables is expected to occur as follows (in thousands):
2024$7,491 
202516,058 
20269,569 
20273 
Total$33,121 

Our contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. We did not have any net contract assets as of August 31, 2023 or November 30, 2022.

Deferred Revenue

Deferred revenue expected to be recognized as revenue more than one year subsequent to the balance sheet date is included in long-term liabilities on the consolidated balance sheets. Our deferred revenue balance is primarily made up of deferred maintenance.

As of August 31, 2023, the changes in net deferred revenue were as follows (in thousands):
Balance, December 1, 2022$282,440 
Billings and other514,797 
Revenue recognized(517,469)
Balance, August 31, 2023$279,768 

As of August 31, 2023, transaction price allocated to remaining performance obligations was $288 million. We expect to recognize approximately 77% of the revenue within the next year and the remainder thereafter.

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Deferred Contract Costs

Certain of our sales incentive programs meet the requirements to be capitalized. Depending upon the sales incentive program and the related revenue arrangement, such capitalized costs are amortized over the longer of (i) the product life, which is generally three to five years; or (ii) the term of the related revenue contract. We determined that a three to five year product life represents the period of benefit that we receive from these incremental costs based on both qualitative and quantitative factors, which include customer contracts, industry norms, and product upgrades. Total deferred contract costs were $8.0 million and $8.8 million as of August 31, 2023 and November 30, 2022, respectively, and are included in other current assets and other assets on our condensed consolidated balance sheets. Amortization of deferred contract costs is included in sales and marketing expense on our condensed consolidated statement of operations and was minimal in all periods presented.

Note 12: Restructuring Charges

The following table provides a summary of activity for our restructuring actions (in thousands):
Excess Facilities and Other CostsEmployee Severance and Related BenefitsTotal
Balance, December 1, 2022$3,870 $30 $3,900 
Costs incurred644 5,586 6,230 
Cash disbursements(1,146)(3,836)(4,982)
Translation and other adjustments 19 19 
Balance, August 31, 2023$3,368 $1,799 $5,167 

During fiscal year 2023, we restructured our operations in connection with the acquisition and subsequent integration of MarkLogic, which resulted in a reduction in redundant positions, primarily within administrative functions. Cash disbursements for expenses incurred to date under this restructuring are expected to be made through fiscal year 2023. We expect to incur additional expenses as part of these actions related to employee costs and facility closures during fiscal year 2024, but we do not expect these costs to be material.

Note 13: Earnings per share

We compute basic earnings per share using the weighted average number of common shares outstanding. We compute diluted earnings per share using the weighted average number of common shares outstanding plus the effect of outstanding dilutive stock options, restricted stock units and deferred stock units, using the treasury stock method. The following table sets forth the calculation of basic and diluted earnings per share on an interim basis (in thousands, except per share data):

 Three Months EndedNine Months Ended
 August 31, 2023August 31, 2022August 31, 2023August 31, 2022
Net income$19,098 $21,797 $54,862 $71,361 
Weighted average shares outstanding43,452 43,211 43,365 43,589 
Basic earnings per common share$0.44 $0.50 $1.27 $1.64 
Diluted earnings per common share:
Net income$19,098 $21,797 $54,862 $71,361 
Weighted average shares outstanding43,452 43,211 43,365 43,589 
Effect of dilution from common stock equivalents1,353 724 1,178 710 
Effect of dilution from if-converted Convertible Senior Notes176    
Diluted weighted average shares outstanding44,981 43,935 44,543 44,299 
Diluted earnings per share$0.42 $0.50 $1.23 $1.61 

We excluded stock awards representing approximately 252,000 and 286,000 shares of common stock from the calculation of diluted earnings per share in the three and nine months ended August 31, 2023, respectively, as these awards were anti-dilutive. We excluded stock awards representing approximately 1,777,000 and 1,739,000 shares of common stock from the calculation
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of diluted earnings per share in the three and nine months ended August 31, 2022, respectively, as these awards were anti-dilutive.

The dilutive impact of the Notes on our calculation of diluted earnings per share is considered using the if-converted method. For the three months ended August 31, 2023, the average daily closing price of the Company's common stock was greater than the conversion price for the Notes outstanding as of August 31, 2023. Therefore, for this period, the Company applied the if-converted method for calculating diluted earnings per common share. During the nine months ended August 31, 2023, the average daily closing price of the Company's common stock was less than the conversion price for the Notes. Therefore, for this period, the Notes had no impact on the computation of diluted earnings per common share.

Note 14: Segment Information

Operating segments are components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker ("CODM") in deciding how to allocate resources and assess performance. Our CODM is our Chief Executive Officer.

We operate as one operating segment: software products to develop, deploy, and manage high-impact applications. Our CODM evaluates financial information on a consolidated basis. As we operate as one operating segment, the required financial segment information can be found in the condensed consolidated financial statements.

Note 15: Cyber Related Matters

November 2022 Cyber Incident

Following the detection of irregular activity on certain portions of our corporate network, we engaged outside cybersecurity experts and other incident response professionals to conduct a forensic investigation and assess the extent and scope of the cyber incident. Costs for this cyber incident were primarily related to the engagement of external cybersecurity experts and other incident response professionals. We did not incur any meaningful costs related to this cyber incident for the three months ended August 31, 2023. For the nine months ended August 31, 2023, we incurred $4.2 million of costs related to this cyber incident. Costs are provided net of received and expected insurance recoveries of approximately $3.0 million, which was recognized during the first quarter of fiscal year 2023. The timing of recognizing insurance recoveries may differ from the timing of recognizing the associated expenses.

MOVEit Vulnerability

As previously reported, on the evening of May 28, 2023, our MOVEit technical support team received an initial customer support call indicating unusual activity within their MOVEit Transfer instance. An investigative team was mobilized and, on May 30, 2023, the investigative team discovered a zero-day vulnerability in MOVEit Transfer (including our cloud-hosted version of MOVEit Transfer known as MOVEit Cloud). The investigative team determined the zero-day vulnerability (the “MOVEit Vulnerability”) could provide for unauthorized escalated privileges and access to the customer’s underlying environment in both MOVEit Transfer (the on-premise version) and MOVEit Cloud (a cloud-hosted version of MOVEit Transfer that we deploy in both (i) a public cloud format, as well as (ii) for a small group of customers, in customer-dedicated cloud instances that are hosted, separate and apart from the public instances of our MOVEit Cloud platform).

We will continue to assess the potential impact of the MOVEit Vulnerability on our business, operations, and financial results. MOVEit Transfer and MOVEit Cloud represented less than 4% in aggregate of our revenue for the nine months ended August 31, 2023.

Litigation and Governmental Investigations

As of the date of the issuance of the financial statements, (i) we have received formal letters from 23 customers and others that claim to have been impacted by the MOVEit Vulnerability, some of which have indicated that they intend to seek indemnification from us related to the MOVEit Vulnerability, (ii) we have received a letter from an insurer providing for notice of a subrogation claim (where the insurer is seeking recovery for all expenses incurred in connection with the MOVEit Vulnerability), and (iii) we are party to 58 class action lawsuits filed by individuals who claim to have been impacted by the exfiltration of data from the environments of our MOVEit Transfer customers (on October 4, 2023, the Judicial Panel on Multidistrict Litigation issued an order consolidating litigation relating to the MOVEit Vulnerability where we are a party in the United States District Court, District of Massachusetts).

We have also been cooperating with several inquiries from domestic and foreign data privacy regulators, inquiries from several state attorneys general, as well as formal investigations from: (i) a U.S. federal law enforcement agency (as of the date of the filing of this report, the law enforcement investigation that we are cooperating with is not an enforcement action or formal
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governmental investigation of which we have been told that we are a target), and (ii) the SEC (as further described hereafter). On October 2, 2023, Progress received a subpoena from the SEC seeking various documents and information relating to the MOVEit Vulnerability. As described in the cover letter accompanying the subpoena, at this stage, the SEC investigation is a fact-finding inquiry, the investigation does not mean that Progress or anyone else has violated federal securities laws, and the investigation does not mean that the SEC has a negative opinion of any person, entity, or security. Progress intends to cooperate fully with the SEC in its investigation.

Expenses Incurred and Future Costs

For the three and nine months ended August 31, 2023, we incurred $1.0 million of costs related to the MOVEit Vulnerability. The costs recognized are net of received and expected insurance recoveries of approximately $1.9 million, which was recognized during the third quarter of fiscal year 2023. The timing of recognizing insurance recoveries may differ from the timing of recognizing the associated expenses. We expect to incur investigation, legal and professional services expenses associated with the MOVEit Vulnerability in future periods. We will recognize these expenses as services are received, net of received and expected insurance recoveries. While a loss from these matters is possible, we cannot reasonably estimate a range of possible losses at this time, particularly while the foregoing matters remain ongoing. Furthermore, with respect to the litigation, the proceedings remain in the early stages, alleged damages have not been specified, there is uncertainty as to the likelihood of a class or classes being certified or the ultimate size of any class if certified, and there are significant factual and legal issues to be resolved. Also, each of the governmental inquiries and investigations mentioned above could result in adverse judgements, settlements, fines, penalties, or other resolutions, the amount, scope and timing of which could be material, but which we are currently unable to predict. Therefore, we have not recorded a loss contingency liability for the MOVEit Vulnerability as of August 31, 2023.

Insurance Coverage

During the period when the November 2022 cyber incident and the MOVEit Vulnerability occurred, we maintained $15.0 million of cybersecurity insurance coverage, which is expected to reduce our exposure to expenses and liabilities arising from these events. As of August 31, 2023, we have recorded approximately $4.9 million in insurance recoveries, of which $3.0 million was related to the November 2022 cyber incident and $1.9 million was related to the May 2023 MOVEit Vulnerability, providing us with $10.1 million of additional cybersecurity insurance coverage (which is subject to a $0.5 million retention per claim). We will pursue recoveries to the maximum extent available under our insurance policies.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward-Looking Statements

This Form 10-Q may contain information that are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended; Section 21E of the Securities Exchange Act of 1934, as amended; and the Private Securities Litigation Reform Act of 1995. Whenever we use words such as "believe," "may," "could," "would," "might," "should," "expect," "intend," "plan," "estimate," "target," "anticipate" and negatives and derivatives of these or similar expressions, or when we make statements concerning future financial results, product offerings or other events that have not yet occurred, we are making forward-looking statements. These forward-looking statements are based upon our present intent, beliefs or expectations, but are not guaranteed to occur and may not occur. Actual future results may differ materially from those contained in or implied by our forward-looking statements due to various factors which are more fully described in Part I, Item 1A. Risk Factors in our 2022 Annual Report as well as the risk factors described in Part II, Item 1A of this Report on Form 10-Q. Although we have sought to identify the most significant risks to our business, we cannot predict whether, or to what extent, any of such risks may be realized. We also cannot assure you that we have identified all possible issues that we might face. We undertake no obligation to update any forward-looking statements that we make.

Overview

Progress provides enterprise software products for the development, deployment and management of high-impact business applications.

The key tenets of our strategic plan and operating model are as follows:

Be the Trusted Provider of the Best Products to Develop, Deploy and Manage High Impact Applications. A key element of our strategy is centered on building and maintaining the best products and tools enterprises need to build, deploy, and manage modern, strategic business applications. We offer these products and tools to both new customers and partners, as well as our existing partner and customer ecosystems.

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Focus on Customer and Partner Retention to Drive Recurring Revenue and Profitability. Our organizational philosophy and operating principles focus primarily on customer and partner retention and success, and a streamlined operating approach to drive predictable and stable recurring revenue and high levels of profitability.

Follow a Total Growth Strategy through Accretive M&A. We are pursuing a total growth strategy driven by accretive acquisitions of businesses within the infrastructure software space, with products that appeal to both IT organizations and individual developers. These acquisitions must meet strict financial and other criteria, which help further our goal to provide significant stockholder returns by providing scale and increased cash flows. In April 2019, we acquired Ipswitch, Inc.; in October 2020, we acquired Chef Software, Inc.; in November 2021, we acquired Kemp Technologies; and in February 2023, we acquired MarkLogic. These acquisitions met our strict financial criteria.

Employ a Multi-Faceted Capital Allocation Strategy. Our capital allocation policy emphasizes accretive M&A, which allows us to expand our business and drive significant stockholder returns. We also utilize dividends and share repurchases to return capital to stockholders. We intend to continue to repurchase our shares in sufficient quantities to offset dilution from our equity plans and to continue to return a portion of our annual cash flows from operations to stockholders in the form of dividends.

We expect to continue to pursue acquisitions meeting our financial criteria that are designed to expand our business and drive significant stockholder returns. As a result, our expected uses of cash could change, our cash position could be reduced, and we may incur additional debt obligations to the extent we complete additional acquisitions. However, we currently believe that existing cash balances, together with funds generated from operations and amounts available under our Credit Facility, will be sufficient to finance our operations and meet our foreseeable cash requirements, including quarterly cash dividends and stock repurchases to Progress stockholders, as applicable, through at least the next twelve months.

Critical Accounting Policies

Management’s discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. We make estimates and assumptions in the preparation of our consolidated financial statements that affect the reported amounts of assets and liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances. However, actual results may differ from these estimates. The most significant estimates relate to revenue recognition and business combinations. For further information regarding the application of these and other accounting policies, see Note 1 to our Consolidated Financial Statements in Item 8 of our 2022 Annual Report. There have been no significant changes to our critical accounting policies and estimates since our 2022 Annual Report.

Use of Constant Currency

Revenue from our international operations has historically represented a substantial portion of our total revenue. As a result, our revenue results have been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates. For example, if the local currencies of our foreign subsidiaries strengthen, our consolidated results stated in U.S. dollars are positively impacted.

As exchange rates are an important factor in understanding period-to-period comparisons, we believe the presentation of revenue growth rates on a constant currency basis enhances the understanding of our revenue results and evaluation of our performance in comparison to prior periods. The constant currency information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates. These results should be considered in addition to, not as a substitute for, results reported in accordance with GAAP.

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Results of Operations

Revenue
 Three Months Ended% Change
(In thousands)August 31, 2023August 31, 2022As ReportedConstant Currency
Revenue$174,992 $151,217 16 %14 %

 Nine Months Ended% Change
(In thousands)August 31, 2023August 31, 2022As ReportedConstant Currency
Revenue$517,469 $444,886 16 %16 %

Total revenue increased as compared to the same periods last year primarily due to our acquisition of MarkLogic in February 2023, as well as increases in our OpenEdge and Kemp product offerings. In the third fiscal quarter, these increases were partially offset by a decrease in our DataDirect and Chef product offerings. In the first nine months of fiscal year 2023, there was also an increase in our DataDirect, Sitefinity, DevTools, and Chef product offerings.

Software License Revenue
 Three Months Ended% Change
(In thousands)August 31, 2023August 31, 2022As ReportedConstant Currency
Software licenses$50,544 $47,618 %%
As a percentage of total revenue29 %31 %

 Nine Months Ended% Change
(In thousands)August 31, 2023August 31, 2022As ReportedConstant Currency
Software licenses$164,519 $135,182 22 %22 %
As a percentage of total revenue32 %30 %

Software license revenue increased as compared to the same periods last year primarily due to our acquisition of MarkLogic in February 2023, as well as increases in our OpenEdge and Kemp product offerings. In the third fiscal quarter, these increases were partially offset by decreases in our DataDirect and Chef product offerings. In the first nine months of fiscal year 2023, there was also an increase in our DataDirect product offerings.

Maintenance and Services Revenue
 
 Three Months Ended% Change
(In thousands)August 31, 2023August 31, 2022As ReportedConstant Currency
Maintenance$105,164 $91,043 16 %14 %
As a percentage of total revenue60 %60 %
Services19,284 12,556 54 %52 %
As a percentage of total revenue11 %%
Total maintenance and services revenue$124,448 $103,599 20 %19 %
As a percentage of total revenue71 %69 %

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 Nine Months Ended% Change
(In thousands)August 31, 2023August 31, 2022As ReportedConstant Currency
Maintenance$299,917 $272,337 10 %10 %
As a percentage of total revenue58 %61 %
Services53,033 37,367 42 %42 %