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, 2023February 29, 2024
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)

(781) 280-4000
(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 SeptemberMarch 26, 2023,2024, there were 43,565,34643,218,086 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, 2023FEBRUARY 29, 2024
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)(In thousands, except share data)August 31, 2023November 30, 2022(In thousands, except share data)February 29, 2024November 30, 2023
AssetsAssets
Current assets:Current assets:
Current assets:
Current assets:
Cash and cash equivalentsCash and cash equivalents$137,999 $256,277 
Accounts receivable (less allowances of $985 and $859, respectively)99,726 97,834 
Cash and cash equivalents
Cash and cash equivalents
Accounts receivable (less allowances of $1,311 and $851, respectively)
Unbilled receivablesUnbilled receivables31,668 29,158 
Other current assetsOther current assets33,447 42,784 
Total current assetsTotal current assets302,840 426,053 
Long-term unbilled receivablesLong-term unbilled receivables33,121 39,936 
Property and equipment, netProperty and equipment, net16,166 14,927 
Intangible assets, netIntangible assets, net378,824 217,355 
GoodwillGoodwill826,048 671,037 
Right-of-use lease assetsRight-of-use lease assets20,596 17,574 
Deferred tax assetsDeferred tax assets11,745 11,765 
Other assetsOther assets8,128 12,832 
Total assetsTotal assets$1,597,468 $1,411,479 
Liabilities and stockholders’ equityLiabilities and stockholders’ equity
Current liabilities:Current liabilities:
Current liabilities:
Current liabilities:
Current portion of long-term debt, net
Current portion of long-term debt, net
Current portion of long-term debt, netCurrent portion of long-term debt, net$11,390 $6,234 
Accounts payableAccounts payable8,729 9,282 
Accrued compensation and related taxesAccrued compensation and related taxes41,606 42,467 
Dividends payable to stockholdersDividends payable to stockholders8,354 8,115 
Short-term operating lease liabilitiesShort-term operating lease liabilities10,088 7,471 
Other accrued liabilitiesOther accrued liabilities24,935 16,765 
Short-term deferred revenue, netShort-term deferred revenue, net219,601 227,670 
Total current liabilitiesTotal current liabilities324,703 318,004 
Long-term debt, netLong-term debt, net389,388 259,220 
Convertible senior notes, netConvertible senior notes, net354,246 352,625 
Long-term operating lease liabilitiesLong-term operating lease liabilities15,086 15,041 
Long-term deferred revenue, netLong-term deferred revenue, net60,167 54,770 
Deferred tax liabilitiesDeferred tax liabilities4,240 4,628 
Other noncurrent liabilitiesOther noncurrent liabilities4,592 8,687 
Commitments and contingenciesCommitments and contingenciesCommitments and contingencies
Stockholders’ equity:Stockholders’ equity:
Preferred stock, $0.01 par value; authorized, 10,000,000 shares; issued, nonePreferred 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 2022438 433 
Preferred stock, $0.01 par value; authorized, 10,000,000 shares; issued, none
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, 43,689,037 shares in 2024 and 43,795,955 shares in 2023
Additional paid-in capitalAdditional paid-in capital361,062 331,650 
Retained earningsRetained earnings115,133 101,656 
Accumulated other comprehensive lossAccumulated other comprehensive loss(31,587)(35,235)
Total stockholders’ equityTotal stockholders’ equity445,046 398,504 
Total liabilities and stockholders’ equityTotal 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)(In thousands, except per share data)August 31, 2023August 31, 2022August 31, 2023August 31, 2022
(In thousands, except per share data)
(In thousands, except per share data)
Revenue:
Revenue:
Revenue:Revenue:
Software licensesSoftware licenses$50,544 $47,618 $164,519 $135,182 
Software licenses
Software licenses
Maintenance and services
Maintenance and services
Maintenance and servicesMaintenance and services124,448 103,599 352,950 309,704 
Total revenueTotal revenue174,992 151,217 517,469 444,886 
Total revenue
Total revenue
Costs of revenue:
Costs of revenue:
Costs of revenue:Costs of revenue:
Cost of software licensesCost of software licenses2,732 2,477 7,998 7,669 
Cost of software licenses
Cost of software licenses
Cost of maintenance and services
Cost of maintenance and services
Cost of maintenance and servicesCost of maintenance and services22,192 15,761 62,663 46,707 
Amortization of acquired intangiblesAmortization of acquired intangibles7,995 5,558 22,253 16,589 
Amortization of acquired intangibles
Amortization of acquired intangibles
Total costs of revenue
Total costs of revenue
Total costs of revenueTotal costs of revenue32,919 23,796 92,914 70,965 
Gross profitGross profit142,073 127,421 424,555 373,921 
Gross profit
Gross profit
Operating expenses:
Operating expenses:
Operating expenses:Operating expenses:
Sales and marketingSales and marketing38,612 34,595 112,513 100,768 
Sales and marketing
Sales and marketing
Product development
Product development
Product developmentProduct development33,138 28,650 98,396 85,966 
General and administrativeGeneral and administrative20,791 20,141 61,046 56,339 
General and administrative
General and administrative
Amortization of acquired intangibles
Amortization of acquired intangibles
Amortization of acquired intangiblesAmortization of acquired intangibles17,668 11,716 48,825 35,330 
Cyber incident and vulnerability response expenses, netCyber incident and vulnerability response expenses, net951 — 5,126 — 
Cyber incident and vulnerability response expenses, net
Cyber incident and vulnerability response expenses, net
Restructuring expenses
Restructuring expenses
Restructuring expensesRestructuring expenses843 130 6,230 784 
Acquisition-related expensesAcquisition-related expenses699 168 4,433 3,816 
Gain on sale of assets held for sale— — — (10,770)
Acquisition-related expenses
Acquisition-related expenses
Total operating expenses
Total operating expenses
Total operating expensesTotal operating expenses112,702 95,400 336,569 272,233 
Income from operationsIncome from operations29,371 32,021 87,986 101,688 
Income from operations
Income from operations
Other (expense) income:
Other (expense) income:
Other (expense) income:Other (expense) income:
Interest expenseInterest expense(8,532)(4,009)(22,894)(11,368)
Interest expense
Interest expense
Interest income and other, net
Interest income and other, net
Interest income and other, netInterest income and other, net788 247 1,895 991 
Foreign currency loss, netForeign currency loss, net(675)(577)(1,502)(832)
Foreign currency loss, net
Foreign currency loss, net
Total other expense, net
Total other expense, net
Total other expense, netTotal other expense, net(8,419)(4,339)(22,501)(11,209)
Income before income taxesIncome before income taxes20,952 27,682 65,485 90,479 
Income before income taxes
Income before income taxes
Provision for income taxes
Provision for income taxes
Provision for income taxesProvision for income taxes1,854 5,885 10,623 19,118 
Net incomeNet income$19,098 $21,797 $54,862 $71,361 
Net income
Net income
Earnings per share:
Earnings per share:
Earnings per share:Earnings per share:
BasicBasic$0.44 $0.50 $1.27 $1.64 
Basic
Basic
Diluted
Diluted
DilutedDiluted$0.42 $0.50 $1.23 $1.61 
Weighted average shares outstanding:Weighted average shares outstanding:
Weighted average shares outstanding:
Weighted average shares outstanding:
BasicBasic43,452 43,211 43,365 43,589 
Basic
Basic
Diluted
Diluted
DilutedDiluted44,981 43,935 44,543 44,299 
Cash dividends declared per common shareCash dividends declared per common share$0.175 $0.175 $0.525 $0.525 
Cash dividends declared per common share
Cash dividends declared per common share
See notes to unaudited condensed consolidated financial statements.
4


Condensed Consolidated Statements of Comprehensive Income
Three Months EndedNine Months Ended
Three Months Ended
Three Months Ended
Three Months Ended
(In thousands)
(In thousands)
(In thousands)(In thousands)August 31, 2023August 31, 2022August 31, 2023August 31, 2022
Net incomeNet income$19,098 $21,797 $54,862 $71,361 
Other comprehensive income (loss), net of tax:
Net income
Net income
Other comprehensive (loss) income, net of tax:
Other comprehensive (loss) income, net of tax:
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustmentsForeign 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)
Foreign currency translation adjustments
Foreign currency translation adjustments
Unrealized loss on hedging activity, net of tax benefit of $218 and $45 for the first quarter of 2024 and 2023, respectively
Unrealized loss on hedging activity, net of tax benefit of $218 and $45 for the first quarter of 2024 and 2023, respectively
Unrealized loss on hedging activity, net of tax benefit of $218 and $45 for the first quarter of 2024 and 2023, respectively
Unrealized loss on investments, net of tax provision of $4 for the first quarter of 2023
Unrealized loss on investments, net of tax provision of $4 for the first quarter of 2023
Unrealized loss on investments, net of tax provision of $4 for the first quarter of 2023
Total other comprehensive (loss) income, net of tax
Total other comprehensive (loss) income, net of tax
Total other comprehensive (loss) income, net of tax
Comprehensive incomeComprehensive income$20,228 $15,355 $58,510 $65,275 
Comprehensive income
Comprehensive income

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
Three Months Ended February 29, 2024Three Months Ended February 29, 2024
Common StockCommon StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Stockholders' Equity
(in thousands)(in thousands)Number of SharesAmountAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Stockholders' Equity
Balance, December 1, 202243,257 $433 
Balance, December 1, 2023
Balance, December 1, 2023
Balance, December 1, 2023
Issuance of stock under employee stock purchase planIssuance of stock under employee stock purchase plan212 7,766 — — 7,769 
Exercise of stock optionsExercise of stock options400 12,157 — — 12,161 
Vesting of restricted stock units and release of deferred stock unitsVesting of restricted stock units and release of deferred stock units378 (4)— — — 
Withholding tax payments related to net issuance of RSUsWithholding tax payments related to net issuance of RSUs(147)(1)(8,100)— — (8,101)
Stock-based compensationStock-based compensation— — 30,111 — — 30,111 
Dividends declaredDividends declared— — — (23,908)— (23,908)
Treasury stock repurchases and retirementsTreasury stock repurchases and retirements(535)(5)(12,518)(17,477)— (30,000)
Net incomeNet 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 
Other comprehensive loss
Balance, February 29, 2024

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 2,498 — — 2,499 
Exercise of stock options140 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 7,235 — — 7,237 
Exercise of stock options78 2,878 — — 2,879 
Vesting of restricted stock units and release of deferred stock units188 (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
Three Months Ended February 28, 2023Three Months Ended February 28, 2023
Common StockCommon StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Stockholders' Equity
(in thousands)(in thousands)Number of SharesAmountAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Stockholders' Equity
Balance, June 1, 202243,454 $435 
Balance, December 1, 2022
Balance, December 1, 2022
Balance, December 1, 2022
Issuance of stock under employee stock purchase planIssuance of stock under employee stock purchase plan68 — 2,024 — — 2,024 
Exercise of stock optionsExercise of stock options18 — 643 — — 643 
Vesting of restricted stock units and release of deferred stock units
Withholding tax payments related to net issuance of RSUs
Stock-based compensationStock-based compensation— — 8,639 — — 8,639 
Dividends declaredDividends declared— — — (7,783)— (7,783)
Treasury stock repurchases and retirementsTreasury stock repurchases and retirements(542)(5)(2,660)(21,386)— (24,051)
Net incomeNet 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 
Other comprehensive income
Balance, February 28, 2023


76


Condensed Consolidated Statements of Cash Flows
 
Nine Months Ended Three Months Ended
(In thousands)(In thousands)August 31, 2023August 31, 2022(In thousands)February 29, 2024February 28, 2023
Cash flows from operating activities:Cash flows from operating activities:
Net incomeNet income$54,862 $71,361 
Net income
Net income
Adjustments to reconcile net income to net cash provided by operating activities:Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment
Depreciation and amortization of property and equipment
Depreciation and amortization of property and equipmentDepreciation and amortization of property and equipment4,690 3,682 
Amortization of acquired intangibles and otherAmortization of acquired intangibles and other71,121 52,545 
Amortization of debt discount and issuance costs on NotesAmortization of debt discount and issuance costs on Notes1,621 1,595 
Stock-based compensationStock-based compensation30,111 26,110 
Non-cash lease expenseNon-cash lease expense6,958 5,919 
Gain on sale of assets held for sale— (10,770)
Deferred income taxesDeferred income taxes(18,521)(286)
Credit losses and other sales allowancesCredit losses and other sales allowances472 710 
Changes in operating assets and liabilities:Changes in operating assets and liabilities:
Accounts receivable
Accounts receivable
Accounts receivableAccounts receivable31,478 2,858 
Other assetsOther assets14,294 11,174 
InventoriesInventories2,209 (1,264)
Accounts payable and accrued liabilitiesAccounts payable and accrued liabilities(14,027)(10,055)
Lease liabilitiesLease liabilities(7,860)(6,481)
Income taxes payableIncome taxes payable2,362 (748)
Deferred revenue, netDeferred revenue, net(39,011)5,673 
Net cash flows from operating activitiesNet cash flows from operating activities140,759 152,023 
Cash flows (used in) from investing activities:
Cash flows used in investing activities:
Purchases of investments
Purchases of investments
Purchases of investmentsPurchases of investments(15,262)— 
Sales and maturities of investmentsSales and maturities of investments15,700 1,200 
Purchases of property and equipmentPurchases of property and equipment(3,181)(3,086)
Payments for acquisitions, net of cash acquiredPayments 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:
Net cash flows used in investing activities
Net cash flows used in investing activities
Net cash flows used in investing activities
Cash flows (used in) from financing activities:
Proceeds from stock-based compensation plans
Proceeds from stock-based compensation plans
Proceeds from stock-based compensation plansProceeds from stock-based compensation plans20,373 10,384 
Payments for taxes related to net share settlements of equity awardsPayments for taxes related to net share settlements of equity awards(8,101)(5,405)
Repurchases of common stockRepurchases of common stock(30,000)(75,524)
Dividend payments to stockholdersDividend payments to stockholders(23,669)(23,351)
Proceeds from the issuance of debtProceeds from the issuance of debt195,000 7,474 
Repayment of revolving line of creditRepayment of revolving line of credit(55,000)— 
Principal payment on term loanPrincipal 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)
Net cash flows (used in) from financing activities
Net cash flows (used in) from financing activities
Net cash flows (used in) from financing activities
Effect of exchange rate changes on cash and cash equivalentsEffect of exchange rate changes on cash and cash equivalents5,510 (14,027)
Net (decrease) increase in cash and cash equivalents(118,278)68,709 
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of periodCash and cash equivalents, beginning of period256,277 155,406 
Cash and cash equivalents, end of periodCash and cash equivalents, end of period$137,999 $224,115 
87


Condensed Consolidated Statements of Cash Flows, continued
Nine Months Ended
August 31, 2023August 31, 2022
Three Months EndedThree Months Ended
February 29, 2024February 29, 2024February 28, 2023
Supplemental disclosure: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 income taxes, net of refunds of $856 in 2024 and $264 in 2023
Cash paid for income taxes, net of refunds of $856 in 2024 and $264 in 2023
Cash paid for income taxes, net of refunds of $856 in 2024 and $264 in 2023
Cash paid for interestCash paid for interest$17,630 $5,470 
Non-cash investing and financing activities: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 unpaidDividends declared and unpaid$8,354 $8,099 
Dividends declared and unpaid
Dividends declared and unpaid
See notes to unaudited condensed consolidated financial statements.
98


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, 2022,2023, as filed with the SEC on January 27, 202326, 2024 (our "2022"2023 Annual Report").

We made no material changes in the application of our significant accounting policies that were disclosed in our 20222023 Annual Report. We have prepared the accompanying unaudited condensed consolidated financial statements on the same basis as the audited financial statements included in our 20222023 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 AdoptedIssued Accounting Pronouncements
Reference Rate Reform

Not Yet Adopted
In March 2020,December 2023, the FASB issued Accounting Standards Update No. 2020-04,2023-09, Reference Rate ReformIncome Taxes (Topic 848)740): Facilitation of the Effects of Reference Rate Reform on Financial ReportingImprovements to Income Tax Disclosures ("ASU 2020-04"2023-09"), as amended in December 2022 by Accounting Standards Update No. 2022-06,. Reference Rate Reform (Topic 848): DeferralASU 2023-09 is intended to improve the transparency and decision usefulness of income tax disclosures, primarily related to the Sunset Date of Topic 848 ("rate reconciliation and income taxes paid information. ASU 2022-06"). ASU 2020-04 provides guidance to alleviate2023-09 is effective for 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 connectionbeginning 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").annual period ending November 30, 2026, allowing for adoption on a prospective basis or a retrospective option. Early adoption is permitted. The applicationadoption of this expedient preserves the cash flow hedge designation of the interest rate swapsstandard only impacts disclosures and presentation consistent with past presentation and didis not expected to have a material impact on ourthe Company's consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements. This update is effective for the Company in the consolidated financial statements for the year ending November 30, 2025, and interim periods beginning after December 1, 2025. The adoption of this standard only impacts disclosures and is not expected to have a material impact on the Company’s consolidated financial statements.
10
9


Note 2: Cash and Cash Equivalents

A summary of our cash and cash equivalents at August 31, 2023February 29, 2024 is as follows (in thousands):
 
Amortized Cost BasisUnrealized GainsUnrealized LossesFair Value
Amortized Cost BasisAmortized Cost BasisUnrealized GainsUnrealized LossesFair Value
CashCash$137,889 $— $— $137,889 
Money market fundsMoney market funds110 — — 110 
TotalTotal$137,999 $— $— $137,999 

A summary of our cash and cash equivalents at November 30, 20222023 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 
Amortized Cost BasisUnrealized GainsUnrealized LossesFair Value
Cash$126,958 $— $— $126,958 

There were no debt securities by contractual maturity due after one year as of August 31, 2023.February 29, 2024.

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 thisour interest rate swap contract, we receive a floating rate based on the greater of 1-month LIBORSOFR 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,February 29, 2024, the fair value of the hedge was a gain of $2.5$0.6 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 ninethree months ended August 31,February 29, 2024 and February 28, 2023 and August 31, 2022 was a decrease of $2.6$0.9 million and an increase of $1.1$0.7 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.loan. 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 amortizationpayment 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 
 February 29, 2024November 30, 2023
 Notional ValueFair ValueNotional ValueFair Value
Interest rate swap contracts designated as cash flow hedges$98,438 $587 $103,125 $1,495 

1110


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 in other current assets, other assets, other accrued liabilities, or other noncurrent liabilities on the condensed 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 $0.2February 29, 2024 $2.8 million was recorded in other accrued liabilities and other current assets, respectively, on our condensed consolidated balance sheets. At November 30, 2022, $3.12023, $2.5 million and $0.1 million werewas recorded in other noncurrentaccrued liabilities and other current assets, respectively, on our condensed consolidated balance sheets.

In the three and nine months ended August 31, 2023,February 29, 2024, realized and unrealized gainslosses of $1.1$0.6 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,February 28, 2023, realized and unrealized lossesgains of $5.4$0.5 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 February 29, 2024November 30, 2023
Notional ValueFair ValueNotional ValueFair Value Notional ValueFair ValueNotional ValueFair Value
Forward contracts to sell U.S. dollarsForward contracts to sell U.S. dollars$87,349 $(2,254)$74,578 $(2,995)
Forward contracts to purchase U.S. dollarsForward contracts to purchase U.S. dollars1,243 (2)544 (5)
TotalTotal$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, 2023February 29, 2024 (in thousands):
 
 Fair Value Measurements Using  Fair Value Measurements Using
Total Fair ValueLevel 1Level 2Level 3 Total Fair ValueLevel 1Level 2Level 3
AssetsAssets
Money market fundsMoney market funds$110 $110 $— $— 
Money market funds
Money market funds
Interest rate swapInterest rate swap2,466 — 2,466 — 
LiabilitiesLiabilities
Foreign exchange derivativesForeign exchange derivatives$(2,256)$— $(2,256)$— 
Foreign exchange derivatives
Foreign exchange derivatives

12


The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at November 30, 20222023 (in thousands):
 
 Fair Value Measurements Using  Fair Value Measurements Using
Total Fair ValueLevel 1Level 2Level 3 Total Fair ValueLevel 1Level 2Level 3
AssetsAssets
Money market funds$27,254 $27,254 $— $— 
Interest rate swap
Interest rate swap
Interest rate swapInterest rate swap4,407 — 4,407 — 
LiabilitiesLiabilities
Foreign exchange derivativesForeign exchange derivatives$(3,000)$— $(3,000)$— 
Foreign exchange derivatives
Foreign exchange derivatives
11


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$355.3 million and $352.6$354.8 million, was $411.8$378.0 million and $376.0$377.1 million as of August 31, 2023February 29, 2024 and November 30, 2022,2023, 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 12 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
February 29, 2024February 29, 2024November 30, 2023
Gross Carrying AmountAccumulated AmortizationNet Book ValueGross Carrying AmountAccumulated AmortizationNet Book Value Gross Carrying AmountAccumulated AmortizationNet Book ValueGross Carrying AmountAccumulated AmortizationNet Book Value
Purchased technologyPurchased technology$280,000 $(173,129)$106,871 $212,700 $(150,877)$61,823 
Customer-relatedCustomer-related457,608 (205,298)252,310 306,308 (162,341)143,967 
Trademarks and trade namesTrademarks and trade names50,111 (30,468)19,643 37,611 (26,046)11,565 
Non-compete agreement— — — 2,000 (2,000)— 
TotalTotal$787,719 $(408,895)$378,824 $558,619 $(341,264)$217,355 
Total
Total

13


In the threefirst quarter of fiscal years 2024 and nine months ended August 31, 2023, amortization expense related to intangible assets was $25.7$25.2 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$19.9 million, respectively.

Future amortization expense for intangible assets as of August 31, 2023,February 29, 2024, is as follows (in thousands):
 
Remainder of 2023$25,391 
202488,934 
Remainder of 2024
2025202578,424 
2026202669,368 
2027202744,598 
2028
ThereafterThereafter72,109 
TotalTotal$378,824 

12


Goodwill

Changes in the carrying amount of goodwill in the ninethree months ended August 31, 2023February 29, 2024 are as follows (in thousands):

Balance, December 1, 20222023$671,037832,101 
Additions(1)
155,014700 
Translation adjustments(3)
Balance, August 31, 2023February 29, 2024$826,048832,806 
(1) The additions to goodwill during fiscal year 20232024 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 tangible assets, identifiable intangible assets, and assumed liabilities based on their estimated fair values. The preliminary fair value estimatesexcess of total consideration over the nettangible assets, acquired are based upon preliminary calculationsidentifiable intangible assets, and valuations, and those estimates and assumptions are subject to changeassumed liabilities was recorded as we obtain additional information for those estimates duringgoodwill.

During the quarter ended February 29, 2024, the measurement period (up to one year from the acquisition date).adjustments were completed, which resulted in a $0.7 million increase in goodwill. The purchase price allocation is now complete.

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 
Purchase Price AllocationLife
Net working capital$46,335 
Property, plant and equipment723 
Purchased technology67,300 7 years
Trade name12,500 7 years
Customer relationships152,300 7 years
Other assets, including long-term unbilled receivables4,477 
Deferred taxes(24,478)
Deferred revenue(32,418)
Goodwill161,770 
Net assets acquired$388,509 

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.

Tangible assets acquired and assumed liabilities were recorded at fair value. We determined the acquisition date deferred revenue balancebalances based on our assessment of the individual contracts acquired. A significant portion of the deferred revenue is expected to bewas 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$161.8 million of goodwill, which is not deductible for tax purposes.

13


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 condensed consolidated statement of operations during the three and nine months ended August 31,February 29, 2024 was approximately $31.7 million. The amount of revenue of MarkLogic included in our condensed consolidated statement of operations during the three months ended February 28, 2023 was approximately $20.4 million and $50.7 million, respectively.not material. We determined that disclosing the amount of MarkLogic related earnings included in the condensed consolidated statementstatements 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$232.1 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, 2022February 28, 2023
Revenue$174,676203,076 
Net income$16,14132,888 
Net income per basic share$0.370.76 
Net income per diluted share$0.370.74 

(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

AsIn March of August 31, 2023, future maturities2024, the Company refinanced its debt by issuing 2030 Convertible Senior Notes (described below) and used the proceeds to pay off the outstanding balance of the Company'sterm loan and revolving line of credit under our previous credit agreement. We also entered into an amended and restated credit facility. Accordingly, we classified the balance of the term loan on the balance sheet as long-term debt were as follows:of February 29, 2024.

(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 
Notes Payable

2030 Convertible Senior Notes

On March 1, 2024, the Company issued, in a private placement, Convertible Senior Notes with an aggregate principal amount of $450 million, due March 1, 2030 (the “2030 Convertible Notes”), unless earlier repurchased, redeemed or converted. The proceeds from the 2030 Convertible Notes were used in part to enter into the 2024 Capped Call Transactions (described below), working capital, and other general corporate purposes, including paying off the existing term loan and revolving line of credit. There are no required principal payments prior to the maturity of the 2030 Convertible Notes. The 2030 Convertible Notes bear interest at an annual rate of 3.5%, payable semi-annually in arrears on September 1 and March 1 of each year, beginning on September 1, 2024. The Company incurred approximately $12.2 million in issuance costs for the issuance of the 2030 Convertible Notes.

Conversion Rights

Before November 1, 2029, Noteholders may convert their 2030 Convertible Notes in the following circumstances:

During any fiscal quarter commencing after the fiscal quarter ending on May 31, 2024, if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for each of at least twenty trading
14


days (whether or not consecutive) during the thirty consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter; or
During the five consecutive business days immediately after any ten consecutive trading day period (the “Measurement Period”), if the trading price per $1,000 principal amount of Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price per share of Company’s common stock on such trading day and the conversion rate on such trading day; or
Upon the occurrence of distributions on the Company’s common stock, which distribution per share of common stock has a value exceeding 10% of the last reported sale price per share on the trading day immediately before the date such distribution is announced; or
Upon the occurrence of certain corporate events or if the Company calls such Notes for redemption, then the Noteholder of any Note may convert such Note.

From and after November 1, 2029, Noteholders may convert their 2030 Convertible Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will satisfy its conversion obligations by paying cash up to the aggregate principal amount of 2030 Convertible Notes to be converted, by issuing shares of its common stock or a combination of cash and shares of its common stock, at its election. The initial conversion rate is 14.7622 shares of common stock per $1,000 principal amount of the 2030 Convertible Notes, representing an initial conversion price of approximately $67.74 per share of common stock. The conversion rate will be adjusted upon the occurrence of certain events, including spin-offs, tender offers, exchange offers, make-whole fundamental change and certain stockholder distributions.

Repurchase Rights

On or after March 5, 2027, and on or before the 60th scheduled trading day immediately before the maturity date, the Company may redeem for cash all or part of the 2030 Convertible Notes, subject to partial redemption limitation, at a repurchase price equal to the principal amount, plus accrued and unpaid interest, if the last reported sale price per share of the Company’s common stock exceeded 130% of the conversion price on (1) each of at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides a redemption notice and (2) the trading day immediately before the date the Company sends such notice. Pursuant to the partial redemption limitation, the Company may not elect to redeem less than all of the outstanding 2030 Convertible Notes unless at least $100.0 million aggregate principal amount of 2030 Convertible Notes are outstanding and not subject to redemption as of the time it sends the related redemption notice.

If certain corporate events that constitute a “fundamental change” (as described below) occur at any time, holders may, subject to certain exceptions, require the Company to purchase their 2030 Convertible Notes in whole or in part for cash at a price equal to the principal amount of the 2030 Convertible Notes to be repurchased, plus accrued and unpaid interest, to, but excluding, the fundamental change repurchase date. A fundamental change relates to events such as business combination transactions involving the Company, shareholder approval of liquidation or dissolution of the Company, and certain de-listing events with respect to the Company’s common stock.

2024 Capped Call Transactions

On February 27, 2024, in connection with the pricing of the 2030 Convertible Notes, the Company entered into privately negotiated capped call transactions (“2024 Capped Call Transactions”). The 2024 Capped Call Transactions cover approximately 6.6 million shares (representing the number of shares of common stock initially underlying the Notes) of the Company’s common stock. The 2024 Capped Call Transactions are generally expected to reduce potential dilution to our common stock upon any conversion of 2030 Convertible Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the 2024 Capped Call Transactions will initially be $92.98 per share of common stock, which represents a premium of 75% over the last reported sale price of the common stock of $53.13 per share on February 27, 2024, and is subject to certain adjustments under the terms of the 2024 Capped Call Transactions. The cost of the purchased capped calls of $42.2 million was recorded as a reduction to additional paid-in-capital upon settlement in March 2024.

Credit Facility

On March 7, 2024, the Company entered into an amended and restated credit agreement (the "Credit Agreement") with certain lenders, which provides a $900.0 million secured revolving credit facility. The revolving credit facility may be made available in U.S. Dollars and certain other currencies and may be increased, and new term loan commitments may be entered into, by up to an additional $260.0 million if the existing or additional lenders are willing to make such increased commitments. The
15


revolving credit facility has sublimits for swing line loans up to $25.0 million and for the issuance of standby letters of credit in a face amount up to $25.0 million. We expect to use the revolving credit facility for general corporate purposes.

Interest rates for the revolving credit facility are determined by reference to a Term Benchmark Rate or a base rate at our option and would range from 1.50% to 3.00% above the Term Benchmark Rate for Term Benchmark-based borrowings or from 0.50% to 2.00% above the defined base rate for base rate borrowings, in each case based upon our consolidated total net leverage ratio. Additionally, we may borrow certain foreign currencies at rates set in the same range above the respective Term Benchmark Rates for those currencies, based on our consolidated total net leverage ratio. A quarterly commitment fee on the undrawn portion of the revolving credit facility is required, ranging from 0.150% to 0.400% per annum, based upon our consolidated total net leverage ratio.

The credit facility matures on March 7, 2029. The revolving linecredit facility does not require amortization of credit has a term that ends on January 25, 2027,principal. Revolving loans may be borrowed, repaid and reborrowed until the maturity date, at which time all amounts outstanding must be repaid. Accrued interest on the loans is payable quarterly in arrears.

Costs incurred to obtain our long-term debt of $6.0 million, along with $0.9 million of unamortized debt issuance costs related to the previous credit agreement, will be recorded as debt issuance costs and amortized over the term of the debt agreement using the effective interest method. Further, unamortized debt issuance costs related to the repaid term loan will be expensed in accordance with the accounting for a debt extinguishment.

We are the sole borrower under the credit facility and our obligations under the Credit Agreement are guaranteed by each of our material domestic subsidiaries and are secured by substantially all of our assets and each of our material domestic subsidiaries. The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict our ability to, among other things, grant liens, make investments, make acquisitions, incur indebtedness, merge or consolidate, dispose of assets, pay dividends or make distributions, repurchase stock, change the nature of the business, enter into certain transactions with affiliates and enter into burdensome agreements, in each case subject to customary exceptions for a credit facility of this size and type. We are also required to maintain compliance with a consolidated interest charge coverage ratio, a consolidated senior secured net leverage ratio and a consolidated total net leverage ratio.

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,February 29, 2024 and February 28, 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 0.50.4 million shares for $24.1 million. In the nine months ended August 31, 2023$22.5 million and August 31, 2022, we repurchased and retired 0.50.3 million shares for $30.0 million and 1.7 million shares for $75.5$15.0 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,February 29, 2024, there was $198.0$171.5 million remaining under the current authorization.

On March 1, 2024, the Company repurchased and retired 0.4 million shares for $25.0 million.

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 either 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 four4 or 5 years for options and three3 or 4 years for restricted stock units.units, and adjust the expense each period for actual forfeitures. We recognize stock-based compensation expense related to performance stock units and our employee stock purchase plan using an accelerated attribution method.attribution.

In 2022, 2023 and 2024, 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 2022, 2023 and 2024 plans are based on the following: (i) 75% is based on achievement of a three-year cumulative operating income, and (ii) 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. The vesting of LTIP awards is also subject to continued employment of the grantees through the performance period, except in the event of a qualifying termination. 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, less the present value of expected dividends when applicable, for the portion related to the performance condition.
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 servicesCost of maintenance and services$797 $527 $2,146 $1,410 
Cost of maintenance and services
Cost of maintenance and services
Sales and marketing
Sales and marketing
Sales and marketingSales and marketing1,763 1,331 5,027 3,423 
Product developmentProduct development3,065 2,586 9,112 7,548 
Product development
Product development
General and administrative
General and administrative
General and administrativeGeneral and administrative4,447 4,195 13,826 13,729 
Total stock-based compensationTotal stock-based compensation$10,072 $8,639 $30,111 $26,110 
Total stock-based compensation
Total stock-based compensation

Note 10: Accumulated Other Comprehensive Loss

The following table summarizes the changes in accumulated balances of other comprehensive loss during the ninethree months ended August 31, 2023February 29, 2024 (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 $(31,587)
Foreign Currency Translation AdjustmentUnrealized Losses on InvestmentsUnrealized Gain (Losses) on Hedging ActivityAccumulated Other Comprehensive Loss
Balance, December 1, 2023$(33,234)$(61)$1,135 $(32,160)
Other comprehensive loss before reclassifications, net of tax(1,546)— (690)(2,236)
Balance, February 29, 2024$(34,780)$(61)$445 $(34,396)

The tax effect on accumulated unrealized gains (losses) on hedging activity and unrealized losses on investments was a tax provision of $0.7$0.2 million and $1.1$0.4 million as of August 31, 2023February 29, 2024 and November 30, 2022,2023, 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
Three Months Ended
Three Months Ended
Three Months Ended
(In thousands)
(In thousands)
(In thousands)(In thousands)August 31, 2023August 31, 2022August 31, 2023August 31, 2022
Performance obligations transferred at a point in time:Performance obligations transferred at a point in time:
Performance obligations transferred at a point in time:
Performance obligations transferred at a point in time:
Software licenses
Software licenses
Software licensesSoftware licenses$50,544 $47,618 $164,519 $135,182 
Performance obligations transferred over time:Performance obligations transferred over time:
Performance obligations transferred over time:
Performance obligations transferred over time:
Maintenance
Maintenance
MaintenanceMaintenance105,164 91,043 299,917 272,337 
ServicesServices19,284 12,556 53,033 37,367 
Services
Services
Total revenueTotal revenue$174,992 $151,217 $517,469 $444,886 
Total revenue
Total revenue

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
Three Months Ended
Three Months Ended
Three Months Ended
(In thousands)
(In thousands)
(In thousands)(In thousands)August 31, 2023August 31, 2022August 31, 2023August 31, 2022
North AmericaNorth America$101,923 $84,826 $306,483 $248,313 
North America
North America
EMEA
EMEA
EMEAEMEA56,779 52,670 166,369 156,006 
Latin AmericaLatin America6,318 4,577 15,297 13,138 
Latin America
Latin America
Asia Pacific
Asia Pacific
Asia PacificAsia Pacific9,972 9,144 29,320 27,429 
Total revenueTotal revenue$174,992 $151,217 $517,469 $444,886 
Total revenue
Total revenue

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, 2023February 29, 2024 and August 31, 2022.February 28, 2023.

Contract Balances

Unbilled Receivables and Contract Assets

As of August 31, 2023,February 29, 2024, billing of our long-term unbilled receivables is expected to occur as follows (in thousands):
2024$7,491 
2025202516,058 
202620269,569 
20272027
TotalTotal$33,121 
Total
Total

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, 2023February 29, 2024 or November 30, 2022.2023.

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 condensed consolidated balance sheets. Our deferred revenue balance is primarily made up of deferred maintenance.

As of August 31, 2023,February 29, 2024, the changes in net deferred revenue were as follows (in thousands):
Balance, December 1, 20222023$282,440295,036 
Billings and other514,797185,782 
Revenue recognized(517,469)(184,685)
Balance, August 31, 2023February 29, 2024$279,768296,133 

As of August 31, 2023,February 29, 2024, transaction price allocated to remaining performance obligations was $288$348 million. We expect to recognize approximately 77%75% of the revenue within the next year and the remainder thereafter.

18


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$7.0 million and $8.8$7.6 million as of August 31, 2023February 29, 2024 and November 30, 2022,2023, 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 
Excess Facilities and Other CostsExcess Facilities and Other CostsEmployee Severance and Related BenefitsTotal
Balance, December 1, 2023
Costs incurredCosts incurred644 5,586 6,230 
Cash disbursementsCash disbursements(1,146)(3,836)(4,982)
Translation and other adjustmentsTranslation and other adjustments— 19 19 
Balance, August 31, 2023$3,368 $1,799 $5,167 
Balance, February 29, 2024

During fiscal year 2023, we restructured our operationsIn the three months ended February 29, 2024, costs incurred primarily related to a facility closure in connection with the acquisition and subsequent integrationrestructuring action from the first fiscal quarter 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 do not expect to incur additional material 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.this action.

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 incomeNet income$19,098 $21,797 $54,862 $71,361 
Net income
Net income
Weighted average shares outstandingWeighted average shares outstanding43,452 43,211 43,365 43,589 
Weighted average shares outstanding
Weighted average shares outstanding
Basic earnings per common share
Basic earnings per common share
Basic earnings per common shareBasic earnings per common share$0.44 $0.50 $1.27 $1.64 
Diluted earnings per common share:Diluted earnings per common share:
Diluted earnings per common share:
Diluted earnings per common share:
Net income
Net income
Net incomeNet income$19,098 $21,797 $54,862 $71,361 
Weighted average shares outstandingWeighted average shares outstanding43,452 43,211 43,365 43,589 
Weighted average shares outstanding
Weighted average shares outstanding
Effect of dilution from common stock equivalentsEffect of dilution from common stock equivalents1,353 724 1,178 710 
Effect of dilution from if-converted Convertible Senior Notes176 — — — 
Effect of dilution from common stock equivalents
Effect of dilution from common stock equivalents
Diluted weighted average shares outstanding
Diluted weighted average shares outstanding
Diluted weighted average shares outstandingDiluted weighted average shares outstanding44,981 43,935 44,543 44,299 
Diluted earnings per shareDiluted earnings per share$0.42 $0.50 $1.23 $1.61 
Diluted earnings per share
Diluted earnings per share

We excluded stock awards representing approximately 252,000714,000 and 286,000340,000 shares of common stock from the calculation of diluted earnings per share in the three and nine months ended August 31,February 29, 2024 and February 28, 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
19


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. ForHowever, because the principal amount of the Notes must be settled in cash, the dilutive impact of applying the if-converted method is limited to the in-the-money portion, if any, of the Notes. During the three months ended August 31, 2023, the average daily closing price of the Company's common stock was greater than the conversion price forFebruary 29, 2024, we did
19


not include the Notes outstanding as of August 31, 2023. Therefore, for this period, the Company applied the if-converted method for calculatingin our diluted earnings per common share. Duringshare calculation because the nine months ended August 31, 2023,conversion feature in the average daily closing priceNotes was out 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.money.

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 relatedWe do not expect to the engagement of external cybersecurity experts and other incident response professionals. We did not incur any meaningfuladditional costs related to this cyber incident foras the investigation is closed. We incurred expenses of $2.7 million related this incident during the three months ended August 31,February 28, 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). A "zero-day vulnerability" is a vulnerability that has been publicly disclosed (e.g., by an independent researcher or threat actor) before the software vendor has an opportunity to patch it. 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 ninethree months ended August 31, 2023.February 29, 2024.

Litigation and Governmental Investigations

As of the date of the issuance of the financial statements, (i) we have received formal letters from 2335 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), which has resulted in the filing of a lawsuit in the District of Massachusetts, and (iii) we are party to 58approximately 127 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,which the Judicial Panel on Multidistrict Litigation issued an order consolidating litigation relatingtransferred to the MOVEit Vulnerability where we are a party in the United States District Court, District of Massachusetts).Massachusetts for coordinated and consolidated proceedings.

We have also been cooperating withwith; (i) several inquiries from domestic and foreign data privacy regulators (as further described hereafter); (ii) several inquiries and two formal investigations from several state attorneys general as well as(as further described hereafter); (iii) a formal investigations from: (i)investigation from 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
20


governmental investigation of which we have been told that we are a target),; and (ii)(iv) a formal investigation from 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 cooperateis cooperating fully with the SEC in its investigation.
20


On December 21, 2023, Progress received a preservation notice from the Federal Trade Commission (the "FTC"), but has not otherwise received a request for information nor is Progress aware of any formal FTC investigation.

On January 18, 2024, Progress received a subpoena from the Office of the Attorney General for the District of Columbia seeking various documents and information relating to the MOVEit Vulnerability. At this stage, the investigation is a fact-finding inquiry, and the investigation does not mean that Progress or anyone else has violated applicable laws. Progress is cooperating fully with the Office of the Attorney General for the District of Columbia in its investigation.

On February 9, 2024, Progress received a subpoena from the Office of the Attorney General for the State of New Jersey seeking various documents and information relating to the MOVEit Vulnerability. At this stage, the investigation is a fact-finding inquiry, and the investigation does not mean that Progress or anyone else has violated applicable laws. Progress is cooperating fully with the Office of the Attorney General for the State of New Jersey in its investigation.

On November 3, 2023, the United Kingdom’s Information Commissioner’s Office informed Progress that based upon the information provided, the Commissioner’s Office determined that regulatory action against Progress was not required in relation to the MOVEit Vulnerability. Additionally, on March 14, 2024, the Office of the Australian Information Commissioner’s Office informed Progress that it has closed its file investigating the MOVEit Vulnerability.

Expenses Incurred and Future Costs

For the three and nine months ended August 31, 2023,February 29, 2024, 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.$0.8 million. 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 reasonably 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.February 29, 2024.

In addition, we may accelerate or make additional investments in our information technology systems, infrastructure, software products or networks following the MOVEit Vulnerability, however, we currently do not expect such amounts to be material to any fiscal period.

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,February 29, 2024, we have recorded approximately $4.9$7.0 million in insurance recoveries, of which $3.0$2.5 million was related to the November 2022 cyber incident and $1.9$4.5 million was related to the May 2023 MOVEit Vulnerability, providing us with $10.1$8.0 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 20222023 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
21


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.

21


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 ofbusinesses 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, loss contingencies and the MOVEit Vulnerability, and business combinations. For further information regarding the application of these and other accounting policies, see Note 11: Basis of Presentation to our Consolidated Financial Statements in Item 8 of our 20222023 Annual Report. There have been no significant changes to our critical accounting policies and estimates since our 20222023 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.

22


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 Three Months Ended% Change
(In thousands)(In thousands)August 31, 2023August 31, 2022As ReportedConstant Currency(In thousands)February 29, 2024February 28, 2023As ReportedConstant Currency
RevenueRevenue$517,469 $444,886 16 %16 %Revenue$184,685 $$164,226 12 12 %12 %

Total revenue increased as compared to the same periodsperiod last year primarily due to our acquisition of MarkLogic in February 2023, as well as increases in our OpenEdge and Kemp product offerings. Inoffering. MarkLogic revenue represents $26.7 million of the third fiscalincrease as the current period includes activity for the full quarter, thesewhereas the prior period only included the month of February 2023. These increases were partially offset by a decrease in our DataDirect and Chef product offerings. Inoffering as a result of the first nine monthstiming of fiscal year 2023, there was also an increase in our DataDirect, Sitefinity, DevTools, and Chef product offerings.renewals on multiyear subscription contracts.

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 Three Months Ended% Change
(In thousands)(In thousands)August 31, 2023August 31, 2022As ReportedConstant Currency(In thousands)February 29, 2024February 28, 2023As ReportedConstant Currency
Software licensesSoftware licenses$164,519 $135,182 22 %22 %Software licenses$64,100 $$57,568 11 11 %11 %
As a percentage of total revenueAs a percentage of total revenue32 %30 %

Software license revenue increased by $6.5 million as compared to the same periodsperiod last year primarily due to our acquisition of MarkLogic in February 2023, as well as increases in our OpenEdge and Kemp product offerings. Inwhich accounts for $15.4 million of the third fiscal quarter, these increases were partiallyincrease. The increase is offset by decreasesa decline in our DataDirect and Chef product offerings. Inrevenue driven by the first nine monthstiming of fiscal year 2023, there was also an increase in our DataDirect product offerings.multi-year subscription renewals.
22


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 %

23


Nine Months Ended% Change Three Months Ended% Change
(In thousands)(In thousands)August 31, 2023August 31, 2022As ReportedConstant Currency(In thousands)February 29, 2024February 28, 2023As ReportedConstant Currency
MaintenanceMaintenance$299,917 $272,337 10 %10 %Maintenance$102,025 $$92,513 10 10 %10 %
As a percentage of total revenueAs a percentage of total revenue58 %61 %
ServicesServices53,033 37,367 42 %42 %
Services
Services18,560 14,145 31 %31 %
As a percentage of total revenueAs a percentage of total revenue10 %%
Total maintenance and services revenueTotal maintenance and services revenue$352,950 $309,704 14 %14 %
Total maintenance and services revenue
Total maintenance and services revenue$120,585 $106,658 13 %12 %
As a percentage of total revenueAs a percentage of total revenue68 %70 %

Maintenance revenue increased by $9.5 million as compared to the same periodsperiod last year primarily due to our acquisition of MarkLogic in February 2023, as well as increases in our OpenEdge and Chef product offerings.2023. Services revenue increased by $4.4 million as compared to the same periodsperiod last year primarily due to increased services revenue from our acquisition of MarkLogic, partially offset by a decrease in our Chef product offerings. The maintenance increase in the third quarter of fiscal year 2023 was also due to the positive impact of foreign exchange in our EMEA region. The maintenance increase in the first nine months of fiscal year 2023 was partially offset by a decrease in our Kemp product offerings. The services increase in the first nine months of fiscal year 2023 was also due to increases in our Sitefinity and DevTools product offerings.MarkLogic.

Revenue by Region
 Three Months Ended% Change
(In thousands)August 31, 2023August 31, 2022As ReportedConstant Currency
North America$101,923 $84,826 20 %20 %
As a percentage of total revenue58 %56 %
Europe, the Middle East and Africa ("EMEA")$56,779 $52,670 %%
As a percentage of total revenue32 %35 %
Latin America$6,318 $4,577 38 %32 %
As a percentage of total revenue%%
Asia Pacific$9,972 $9,144 %10 %
As a percentage of total revenue%%

Nine Months Ended% Change Three Months Ended% Change
(In thousands)(In thousands)August 31, 2023August 31, 2022As ReportedConstant Currency(In thousands)February 29, 2024February 28, 2023As ReportedConstant Currency
North AmericaNorth America$306,483 $248,313 23 %23 %North America$107,282 $$98,828 %%
As a percentage of total revenueAs a percentage of total revenue59 %56 %
Europe, the Middle East and Africa ("EMEA")Europe, the Middle East and Africa ("EMEA")$166,369 $156,006 %%
Europe, the Middle East and Africa ("EMEA")
Europe, the Middle East and Africa ("EMEA")$63,087 $53,405 18 %17 %
As a percentage of total revenueAs a percentage of total revenue32 %35 %
Latin America
Latin America
Latin AmericaLatin America$15,297 $13,138 16 %14 %$4,668 $$4,189 11 11 %%
As a percentage of total revenueAs a percentage of total revenue%%
Asia PacificAsia Pacific$29,320 $27,429 %%
Asia Pacific
Asia Pacific$9,648 $7,804 24 %25 %
As a percentage of total revenueAs a percentage of total revenue%%

Total revenue generated in North America increased $17.1 million and $58.2$8.5 million in the thirdfirst quarter and first nine months of fiscal year 2023, respectively.2024. The increase was primarily due to our acquisition of MarkLogic and increased revenue from our OpenEdge product offering.offerings, partially offset by decreases in our DataDirect and Chef product offerings. The increases in revenue over both periodsthe period in EMEA was primarily due to our acquisition of MarkLogic, and increased revenue from our OpenEdge and KempDataDirect product offerings.offerings, and a positive impact from foreign exchange in our EMEA region. The increases in both periods in revenue in Latin America were primarily due to increases in our OpenEdge product offerings. The increases in revenue generated in Asia Pacific in both periods were due to increases in our ChefKemp, MarkLogic, and KempChef product offerings.

In the first ninethree months of fiscal year 2024 revenue generated in markets outside North America represented 42% of total revenue on an actual and constant currency basis. In the first three months of fiscal year 2023 revenue generated in markets outside North America represented 41% of total revenue on an actual40% and constant currency basis. In the first nine months of fiscal year 2022 revenue generated in markets outside North America represented 44%42% of total revenue on an actual and a constant currency basis.
24


basis, respectively.

Cost of Software Licenses
Three Months EndedNine Months Ended
(In thousands)(In thousands)August 31, 2023August 31, 2022ChangeAugust 31, 2023August 31, 2022Change
(In thousands)
(In thousands)
Cost of software licenses
Cost of software licenses
Cost of software licensesCost of software licenses$2,732 $2,477 $255 10 %$7,998 $7,669 $329 %
As a percentage of software license revenueAs a percentage of software license revenue%%%%
As a percentage of software license revenue
As a percentage of software license revenue
As a percentage of total revenueAs a percentage of total revenue%%%%
As a percentage of total revenue
As a percentage of total revenue

Cost of software licenses consists primarily of costs of inventories, royalties, electronic software distribution, duplication, and packaging. Cost of software licenses as a percentage of software license revenue varies from period to period depending upon the relative product mix.mix.
23


Cost of Maintenance and Services
Three Months EndedNine Months Ended
(In thousands)(In thousands)August 31, 2023August 31, 2022ChangeAugust 31, 2023August 31, 2022Change
(In thousands)
(In thousands)
Cost of maintenance and services
Cost of maintenance and services
Cost of maintenance and servicesCost of maintenance and services$22,192 $15,761 $6,431 41 %$62,663 $46,707 $15,956 34 %
As a percentage of maintenance and services revenueAs a percentage of maintenance and services revenue18 %15 %18 %15 %
As a percentage of maintenance and services revenue
As a percentage of maintenance and services revenue
As a percentage of total revenue
As a percentage of total revenue
As a percentage of total revenueAs a percentage of total revenue13 %10 %12 %10 %
Components of cost of maintenance and services:Components of cost of maintenance and services:
Components of cost of maintenance and services:
Components of cost of maintenance and services:
Personnel related costs
Personnel related costs
Personnel related costsPersonnel related costs$16,578 $11,338 $5,240 46 %$46,367 $33,175 $13,192 40 %
Contractors and outside servicesContractors and outside services3,650 2,956 694 23 %10,467 9,178 1,289 14 %
Contractors and outside services
Contractors and outside services
Hosting and other
Hosting and other
Hosting and otherHosting and other1,964 1,467 497 34 %5,829 4,354 1,475 34 %
Total cost of maintenance and servicesTotal cost of maintenance and services$22,192 $15,761 $6,431 41 %$62,663 $46,707 $15,956 34 %
Total cost of maintenance and services
Total cost of maintenance and services

Cost of maintenance and services consists primarily of costs of providing customer support, consulting, and education. The increases in all periods wereincrease was primarily due to increased headcount,personnel related costs, contractor and outside services costs, and hosting costs resulting from our acquisition of MarkLogic.

Amortization of Intangibles
 
Three Months EndedNine Months Ended
(In thousands)(In thousands)August 31, 2023August 31, 2022% ChangeAugust 31, 2023August 31, 2022% Change
(In thousands)
(In thousands)
Amortization of intangibles
Amortization of intangibles
Amortization of intangiblesAmortization of intangibles$7,995 $5,558 44 %$22,253 $16,589 34 %
As a percentage of total revenueAs a percentage of total revenue%%%%
As a percentage of total revenue
As a percentage of total revenue

Amortization of intangibles included in costs of revenue primarily represents the amortization of the value assigned to technology-related intangible assets obtained in business combinations. The increases in all periods areyear over year is due to the acquisition of MarkLogic.

25


Gross Profit
 
Three Months EndedNine Months Ended
(In thousands)(In thousands)August 31, 2023August 31, 2022% ChangeAugust 31, 2023August 31, 2022% Change
(In thousands)
(In thousands)
Gross profit
Gross profit
Gross profitGross profit$142,073 $127,421 11 %$424,555 $373,921 14 %
As a percentage of total revenueAs a percentage of total revenue81 %84 %82 %84 %
As a percentage of total revenue
As a percentage of total revenue

Our gross profit increased in all periods primarily due to the increases in revenue, offset by the increases in costs of software licenses, costs of maintenance and services and the amortization of intangibles, each as described above.

24


Sales and Marketing
Three Months EndedNine Months Ended
(In thousands)(In thousands)August 31, 2023August 31, 2022ChangeAugust 31, 2023August 31, 2022Change
(In thousands)
(In thousands)
Sales and marketing
Sales and marketing
Sales and marketingSales and marketing$38,612 $34,595 $4,017 12 %$112,513 $100,768 $11,745 12 %
As a percentage of total revenueAs a percentage of total revenue22 %23 %22 %23 %
As a percentage of total revenue
As a percentage of total revenue
Components of sales and marketing:
Components of sales and marketing:
Components of sales and marketing:Components of sales and marketing:
Personnel related costsPersonnel related costs$33,919 $29,994 $3,925 13 %$98,243 $86,145 $12,098 14 %
Personnel related costs
Personnel related costs
Contractors and outside services
Contractors and outside services
Contractors and outside servicesContractors and outside services785 592 193 33 %2,990 2,171 819 38 %
Marketing programs and otherMarketing programs and other3,908 4,009 (101)(3)%11,280 12,452 (1,172)(9)%
Marketing programs and other
Marketing programs and other
Total sales and marketingTotal sales and marketing$38,612 $34,595 $4,017 12 %$112,513 $100,768 $11,745 12 %
Total sales and marketing
Total sales and marketing

Sales and marketing expenses increased primarily due to increased personnel related costs associated with our acquisition of MarkLogic, as well as increases in all periodsmarketing and sales events costs, partially offset by decreases in contractors and outside services costs.

Product Development

 Three Months Ended
(In thousands)February 29, 2024February 28, 2023Change
Product development costs$34,988 $30,438 $4,550 15 %
As a percentage of total revenue19 %19 %
Components of product development costs:
Personnel related costs$33,596 $29,603 $3,993 13 %
Contractors and outside services1,082 673 409 61 %
Other product development costs310 162 148 91 %
Total product development costs$34,988 $30,438 $4,550 15 %

Product development expenses increased primarily due to increased personnel related costs associated with our acquisition of MarkLogic, as well as increases in contractors and outside services costs partially offset by decreases in marketing and sales events costs.

Product Development

 Three Months EndedNine Months Ended
(In thousands)August 31, 2023August 31, 2022ChangeAugust 31, 2023August 31, 2022Change
Product development costs$33,138 $28,650 $4,488 16 %$98,396 $85,966 $12,430 14 %
As a percentage of total revenue19 %19 %19 %19 %
Components of product development costs:
Personnel related costs$31,528 $28,044 $3,484 12 %$94,647 $83,277 $11,370 14 %
Contractors and outside services1,376 275 1,101 400 %3,166 1,989 1,177 59 %
Other product development costs234 331 (97)(29)%583 700 (117)(17)%
Total product development costs$33,138 $28,650 $4,488 16 %$98,396 $85,966 $12,430 14 %

Product development expenses increased in all periods primarily due to increased personnel related costs associated with our acquisition of MarkLogic, as well as an increase in contractors and outside services costs, partially offset by decreases in other product development costs.

26


General and Administrative

Three Months EndedNine Months Ended
(In thousands)(In thousands)August 31, 2023August 31, 2022ChangeAugust 31, 2023August 31, 2022Change
(In thousands)
(In thousands)
General and administrative
General and administrative
General and administrativeGeneral and administrative$20,791 $20,141 $650 %$61,046 $56,339 $4,707 %
As a percentage of total revenueAs a percentage of total revenue12 %13 %12 %13 %
As a percentage of total revenue
As a percentage of total revenue
Components of general and administrative:
Components of general and administrative:
Components of general and administrative:Components of general and administrative:
Personnel related costsPersonnel related costs$15,871 $14,798 $1,073 %$49,146 $44,600 $4,546 10 %
Personnel related costs
Personnel related costs
Contractors and outside services
Contractors and outside services
Contractors and outside servicesContractors and outside services3,592 2,152 1,440 67 %9,271 6,481 2,790 43 %
Other general and administrative costsOther general and administrative costs1,328 3,191 (1,863)(58)%2,629 5,258 (2,629)(50)%
Other general and administrative costs
Other general and administrative costs
Total cost of general and administrativeTotal cost of general and administrative$20,791 $20,141 $650 %$61,046 $56,339 $4,707 %
Total cost of general and administrative
Total cost of general and administrative

General and administrative expenses include the costs of our finance, human resources, legal, information systems and administrative departments. General and administrative expenses increased in all periods primarily due to higher personnel costs, associated with our acquisition of MarkLogic, as well as an increaseincreases in contractors and outside services costs partially offset by a decrease inand other general and administrative costs.

25


Amortization of Intangibles
Three Months EndedNine Months Ended
(In thousands)(In thousands)August 31, 2023August 31, 2022% ChangeAugust 31, 2023August 31, 2022% Change
(In thousands)
(In thousands)
Amortization of intangibles
Amortization of intangibles
Amortization of intangiblesAmortization of intangibles$17,668 $11,716 51 %$48,825 $35,330 38 %
As a percentage of total revenueAs a percentage of total revenue10 %%%%
As a percentage of total revenue
As a percentage of total revenue

Amortization of intangibles included in operating expenses primarily represents the amortization of value assigned to intangible assets obtained in business combinations other than assets identified as purchased technology. Amortization of intangibles increased due to the addition of MarkLogic intangible assets, as discussed above.

Cyber Incident and Vulnerability Response Expenses, Net

 Three Months EndedNine Months Ended
(In thousands)August 31, 2023August 31, 2022% ChangeAugust 31, 2023August 31, 2022% Change
Cyber incident and vulnerability response expenses, net$951 $— *$5,126 $— *
As a percentage of total revenue%— %%— %
*not meaningful
 Three Months Ended
(In thousands)February 29, 2024February 28, 2023% Change
Cyber incident and vulnerability response expenses, net$987 $2,692 (63)%
As a percentage of total revenue%%

As previously disclosed, following (i) the detection of irregular activity on certain portions of our corporate network that was disclosed on December 19, 2022, and (ii) the discovery of the MOVEit Vulnerability that was disclosed on June 5, 2023, in each instance, we engaged outside cybersecurity experts and other incident response professionals to conduct a forensic investigation and assess the extent and scope of these matters. Cyber incident and MOVEit Vulnerability costs relate to the engagement of external cybersecurity experts and other incident response professionals and are net of received and expected insurance recoveries.
27



Restructuring Expenses
 Three Months EndedNine Months Ended
(In thousands)August 31, 2023August 31, 2022% ChangeAugust 31, 2023August 31, 2022% Change
Restructuring expenses$843 $130 *$6,230 $784 *
As a percentage of total revenue— %— %%— %
*not meaningful
 Three Months Ended
(In thousands)February 29, 2024February 28, 2023% Change
Restructuring expenses$2,349 $1,397 68 %
As a percentage of total revenue%%

Restructuring expenses recorded in the thirdfirst quarter of fiscal year 2024 relate to a facility closure in connection with the restructuring action from the first fiscal quarter andof 2023. Restructuring expenses recorded in the first nine monthsquarter of fiscal year 2023 relate to the restructuring activities that occurred in the first and fourth quarters of fiscal years 2023 and 2020, respectively, resultingheadcount reduction from the acquisitions of MarkLogic and Chef, respectively. Restructuring expenses recorded in the third quarter of fiscal year 2022 are comprised mostly of costs related to the acquisition of Kemp and the Chef restructuring action of 2020. See the Liquidity and Capital Resources section of this Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.same action.

Acquisition-Related Expenses
 Three Months EndedNine Months Ended
(In thousands)August 31, 2023August 31, 2022% ChangeAugust 31, 2023August 31, 2022% Change
Acquisition-related expenses$699 $168 *$4,433 $3,816 16 %
As a percentage of total revenue— %— %%%
*not meaningful
 Three Months Ended
(In thousands)February 29, 2024February 28, 2023% Change
Acquisition-related expenses$702 $1,743 (60)%
As a percentage of total revenue— %%

Acquisition-related costs are expensed as incurred and include those costs incurred as a result of a business combination. These costs consist of professional service fees, including third-party legal and valuation-related fees. Acquisition-related expenses increased duein the first quarter of fiscal year 2024 were primarily related to our pursuit of other acquisition of MarkLogic.opportunities. Acquisition-related expenses in the same periods of fiscal year 20222023 were primarily related to our pursuit of other acquisition opportunities, as well as the acquisition of Kemp.MarkLogic.

Gain on Sale of Assets Held for Sale
26


Three Months EndedNine Months Ended
(In thousands)August 31, 2023August 31, 2022% ChangeAugust 31, 2023August 31, 2022% Change
Gain on sale of assets held for sale$— $— *$— $(10,770)*
As a percentage of total revenue— %— %— %%
*not meaningful

In the second quarter of fiscal year 2022, we sold corporate land and building assets previously reported as assets held for sale on our consolidated balance sheet. As the sale price less cost to sell was greater than the carrying value of these assets we recognized a net gain on the sale of approximately $10.8 million in the second quarter of fiscal year 2022.

Income from Operations
Three Months EndedNine Months Ended
(In thousands)(In thousands)August 31, 2023August 31, 2022% ChangeAugust 31, 2023August 31, 2022% Change
(In thousands)
(In thousands)
Income from operations
Income from operations
Income from operationsIncome from operations$29,371 $32,021 (8)%$87,986 $101,688 (13)%
As a percentage of total revenueAs a percentage of total revenue17 %21 %17 %23 %
As a percentage of total revenue
As a percentage of total revenue

Income from operations decreased in the thirdfirst quarter and first nine months of fiscal year 20232024 due to an increase in costs of revenue and operating expenses, offset by increased revenue, as shown above.

28


Other (Expense) Income, Net
 
Three Months EndedNine Months Ended
(In thousands)(In thousands)August 31, 2023August 31, 2022% ChangeAugust 31, 2023August 31, 2022% Change
(In thousands)
(In thousands)
Interest expense
Interest expense
Interest expenseInterest expense$(8,532)$(4,009)113 %$(22,894)$(11,368)101 %
Interest income and other, netInterest income and other, net788 247 219 %1,895 991 91 %
Interest income and other, net
Interest income and other, net
Foreign currency loss, net
Foreign currency loss, net
Foreign currency loss, netForeign currency loss, net(675)(577)17 %(1,502)(832)81 %
Total other expense, netTotal other expense, net$(8,419)$(4,339)94 %$(22,501)$(11,209)101 %
Total other expense, net
Total other expense, net
As a percentage of total revenueAs a percentage of total revenue(5)%(3)%(4)%(3)%
As a percentage of total revenue
As a percentage of total revenue

Other expense, net, increased in both periods shown primarily due to increased interest expense on our term loan and our revolving line of credit, which we drew on to fund part of our acquisition of MarkLogic. We expect our annual interest expense to decrease for the remainder of 2024 due to the reduced contractual interest rate on the 2030 convertible notes, which were used to finance the term loan and the borrowings outstanding under the revolver. Interest income and other, net, increased duewas higher in fiscal year 2024, resulting from higher interest rates on our invested cash balance. We expect interest income to our acquisition of MarkLogic.continue growing during fiscal year 2024. Foreign currency loss increased in all periods shown.year over year due to rate volatility and timing of intercompany and hedge settlement activities.

Provision for Income Taxes
 
Three Months EndedNine Months Ended
(In thousands)(In thousands)August 31, 2023August 31, 2022% ChangeAugust 31, 2023August 31, 2022% Change
(In thousands)
(In thousands)
Provision for income taxes
Provision for income taxes
Provision for income taxesProvision for income taxes$1,854 $5,885 (68)%$10,623 $19,118 (44)%
As a percentage of income before income taxesAs a percentage of income before income taxes%21 %16 %21 %
As a percentage of income before income taxes
As a percentage of income before income taxes

Our effective tax rate was 9% and 16% for the three and nine months ended August 31, 2023, respectively18% and 21% for bothin the threefirst fiscal quarter of 2024 and nine months ended August 31, 2022.2023, respectively. The primary reason for the decrease in the effective rate was due to discrete tax benefits related to stock-based compensation and the impactsstatute of Notice 2023-55, which was issued bylimitations expiring on uncertain tax positions in the Internal Revenue Service during July 2023 and provides temporary relief for taxpayers in determining whether a foreign tax is eligible for a foreign tax credit under Sections 901 and 903first fiscal quarter of the Internal Revenue Code.2024. There were no significant discrete tax items in the three or nine months ended August 31, 2022.first fiscal quarter of 2023.

Net Income
Three Months EndedNine Months Ended
(In thousands)(In thousands)August 31, 2023August 31, 2022% ChangeAugust 31, 2023August 31, 2022% Change
(In thousands)
(In thousands)
Net income
Net income
Net incomeNet income$19,098 $21,797 (12)%$54,862 $71,361 (23)%
As a percentage of total revenueAs a percentage of total revenue11 %14 %11 %16 %
As a percentage of total revenue
As a percentage of total revenue

Select Performance Metrics:

Management evaluates our financial performance using a number of financial and operating metrics. These metrics are periodically reviewed and revised to reflect changes in our business.
27


AnnualAnnualized Recurring Revenue (ARR)

We are providingprovide an ARR performance metric to help investors better understand and assess the performance of our business because our mix of revenue generated from recurring sources has increased in recent years.years and comprises the vast majority of our total revenue. ARR represents the annualized contract value for all active and contractually binding term-based contracts at the end of a period. ARR includes maintenance, software upgrade rights, both public and dedicated cloud instances and on-premises subscription-based transactions and managed services. ARR mitigates fluctuations due to seasonality, contract term and the sales mix of subscriptions for term-based licenses and SaaS. ARR is not calculated in accordance with GAAP. ARR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.
29



We define ARR as the annualannualized recurring revenue of term-based contracts from all customers at a point in time. We calculate ARR by taking monthly recurring revenue, or MRR, and multiplying it by 12. MRR for each month is calculated by aggregating, for all customers during that month, monthly revenue from committed contractual amounts, additional usage and monthly subscriptions. The calculation is done at constant currency using the current year budgeted exchange rates for all periods presented.

Our ARR was $577.0$571.0 million and $488.0$570.0 million as of August 31,February 29, 2024 and February 28, 2023, and 2022, respectively, which is an increase of 18%remaining constant year-over-year. The growth in our ARR is primarily driven by the acquisition of MarkLogic.

Net Retention Rate

We calculate net retention rate as of a period end by starting with the ARR from the cohort of all customers as of 12 months prior to such period end ("Prior Period ARR"). We then calculate the ARR from these same customers as of the current period end ("Current Period ARR"). Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months but excludes ARR from new customers in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the net retention rate. Net retention rate is not calculateddefined in accordance with GAAP.

Our net retention rates have generally ranged between 100%99% and 102% for all periods presented. Our high net retention rates illustrate our predictable and durable top line performance.

Liquidity and Capital Resources

Cash and Cash Equivalents
 
(In thousands)(In thousands)August 31, 2023November 30, 2022(In thousands)February 29, 2024November 30, 2023
Cash and cash equivalentsCash and cash equivalents$137,999 $256,277 

The decreaseincrease in cash and cash equivalents of $118.3$6.3 million from the end of fiscal year 20222023 was due to cash outflows of $355.3 million for cash paid for acquisitions, net of cash acquired, repayment of the revolving line of credit of $55.0 million, repurchases of common stock of $30.0 million, dividend payments of $23.7 million, payments of debt obligations of $5.2 million, and purchases of property and equipment of $3.2 million. These cash outflows were offset by proceeds from the issuance of debt of $195.0 million to partially fund the acquisition of MarkLogic, cash inflows from operations of $140.8$70.5 million, $12.3$1.7 million in cash received from the issuance of common stock. These cash inflows were offset by cash outflows of $30.0 million for the repayment of the revolving line of credit, repurchases of common stock andof $22.5 million, dividend payments of $8.2 million, payments of debt obligations of $3.4 million, the effect of exchange rates on cash of $5.5$1.5 million, and purchases of property and equipment of $0.3 million. Except as described below, there are no limitations on our ability to access our cash and cash equivalents.

As of August 31, 2023, $84.4February 29, 2024, $73.0 million of our cash and cash equivalents was held by our foreign subsidiaries. Foreign cash includes unremitted foreign earnings, which are invested indefinitely outside of the U.S. As such, the foreign cash is not available to fund our domestic operations. If we were to repatriate these earnings, we may be subject to income tax withholding in certain tax jurisdictions and a portion of the repatriated earnings may be subject to U.S. income tax. However, we do not anticipate that this would have a material adverse impact on our liquidity.

28


Share Repurchase Program

In January 2023, our Board of Directors increased our share repurchase authorization by $150 million, to an aggregate authorization of $228.0 million. In the ninethree months ended August 31,February 29, 2024 and February 28, 2023, and August 31, 2022, we repurchased and retired 0.50.4 million shares for $30.0$22.5 million and 1.70.3 million shares for $75.5$15.0 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,February 29, 2024, there was $198.0$171.5 million remaining under the current authorization.

On March 1, 2024, the Company repurchased and retired 0.4 million shares for $25.0 million.

Dividends

On September 20, 2023,March 19, 2024, our Board of Directors declared a quarterly dividend of $0.175 per share of common stock, which will be paid on December 15, 2023June 17, 2024 to stockholders of record as of the close of business on December 1, 2023.June 3, 2024. Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination of our Board of Directors.

30


Restructuring Activities

See Note 1212: Restructuring Charges to the condensed consolidated financial statements.

Long-term Debt and Credit Facility

See Note 77: Debt to the condensed consolidated financial statements.

Cash Flows From Operating Activities
 
Nine Months Ended Three Months Ended
(In thousands)(In thousands)August 31, 2023August 31, 2022(In thousands)February 29, 2024February 28, 2023
Net incomeNet income$54,862 $71,361 
Non-cash reconciling items included in net incomeNon-cash reconciling items included in net income96,452 79,505 
Changes in operating assets and liabilitiesChanges in operating assets and liabilities(10,555)1,157 
Net cash flows from operating activitiesNet cash flows from operating activities$140,759 $152,023 

In the first ninethree months of fiscal year 2023,2024, operating cash flows decreased as a result of higher operating expenses,increased due to the acquisition of MarkLogic, higher interest expense on debt, and an increase in cash paid for income taxes, as compared to the same period in 2022, partially offset by higher billings and collections. Our gross accounts receivable as of August 31, 2023,February 29, 2024, decreased by $2.0$36.6 million from the end of fiscal year 2022 and our2023. Our days sales outstanding (DSO) in accounts receivable increased to 4950 days from 4842 days in the thirdfirst fiscal quarter of 20222023 due to the timing of billings and collections.billings.

Cash Flows (Used in) FromUsed in Investing Activities
 
Nine Months Ended Three Months Ended
(In thousands)(In thousands)August 31, 2023August 31, 2022(In thousands)February 29, 2024February 28, 2023
Net investment activityNet investment activity$438 $1,200 
Purchases of property and equipmentPurchases of property and equipment(3,181)(3,086)
Payments for acquisitions, net of cash acquiredPayments for acquisitions, net of cash acquired(355,250)— 
Proceeds from sale of long-lived assets, net— 25,998 
Other investing activities— 134 
Net cash flows (used in) from investing activities$(357,993)$24,246 
Net cash flows used in investing activities
Net cash flows used in investing activities
Net cash flows used in investing activities

Net cash outflows and inflows of our net investment activity are generally a result of the timing of our purchases and maturities of securities, which are classified as cash equivalents or short-term securities. In the first ninethree months of fiscal year 2024, we purchased $0.3 million of property and equipment. In the first quarter of fiscal year 2023 we had payments for acquisitions net of cash acquired of $355.3 million. We also purchased $3.2$355.8 million, and $0.4 million of purchases of property and equipment in the first nine months of fiscal year 2023, as compared to $3.1 million in the first nine months of fiscal year 2022. In the second quarter of fiscal year 2022 we received $26.0 million net proceeds from the sale of long-lived assets.equipment.

3129



Cash Flows From (Used in) From Financing Activities
 
Nine Months Ended Three Months Ended
(In thousands)(In thousands)August 31, 2023August 31, 2022(In thousands)February 29, 2024February 28, 2023
Proceeds from stock-based compensation plansProceeds from stock-based compensation plans$20,373 $10,384 
Repurchases of common stockRepurchases of common stock(30,000)(75,524)
Proceeds from the issuance of debtProceeds from the issuance of debt195,000 7,474 
Payment of debt issuance costs— (1,957)
Repayment of revolving line of credit
Repayment of revolving line of credit
Repayment of revolving line of creditRepayment of revolving line of credit(55,000)— 
Principal payment on term loanPrincipal payment on term loan(5,157)(5,154)
Dividend payments to stockholdersDividend payments to stockholders(23,669)(23,351)
Other financing activitiesOther financing activities(8,101)(5,405)
Net cash flows from (used in) financing activities$93,446 $(93,533)
Net cash flows (used in) from financing activities

We received $7.6 million from the exercise of stock options and the issuance of shares under our employee stock purchase plan as compared to $9.4 million in the first three months of fiscal year 2023. During the first ninethree months of fiscal year 2024, we did not receive any proceeds from the issuance of debt, while in the same period in fiscal year 2023 we received $195.0 million in net proceeds from the issuance of debt to partially fund the acquisition of MarkLogic. During the first nine months of fiscal year 2022, we received $7.5 million in net proceeds from the issuance of debt in connection with our amended term loan. We received $20.4 million from the exercise of stock options and the issuance of shares under our employee stock purchase plan as compared to $10.4 million in the first nine months of fiscal year 2022. Further, we repurchased $30.0$22.5 million of our common stock under our share repurchase plan compared to $75.5$15.0 million in the same period of the prior year. We also made payments on our long-term debt of $60.2$33.4 million (including a $55.0$30.0 million repayment on the revolving line of credit) in the first ninethree months of fiscal year 20232024 and $5.2$1.7 million in the same period in 2022.2023. Finally, we made dividend payments of $23.7$8.2 million to our stockholders during the first ninethree months of fiscal year 20232024 and $23.4$8.0 million in the first ninethree months of fiscal year 2022.2023.

Liquidity Outlook

Cash from operations in fiscal year 20232024 could be affected by various risks and uncertainties, including, but not limited to, the effects of various risks detailed in Part I, Item 1A. Risk Factors in our 20222023 Annual Report which have led to increased disruption and volatility in capital markets and credit markets that could adversely affect our liquidity and capital resources in the future. However, based on our current business plan, we 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 through at least the next twelve months. We do not contemplate a need for any foreign repatriation of the earnings which are deemed invested indefinitely outside of the U.S. Our foreseeable cash needs include capital expenditures, acquisitions, debt repayments, quarterly cash dividends, share repurchases, lease commitments, restructuring obligations and other long-term obligations.

Legal and Other Regulatory Matters

See discussion below in Recent Developments: MOVEit Vulnerability for a discussion of the legal proceedings related to the MOVEit Vulnerability.

Recent Accounting Pronouncements

Refer to Note 1 - Nature of Business and Basis of Presentation (Part I, Item 1 of this Form 10-Q) for further discussion.

Recent Developments: MOVEit Vulnerability

Description of Event

As disclosed via a Form 8-K filed on June 5, 2023,previously reported, on the evening of May 28, 2023, (Eastern Time), 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).A “zero-day vulnerability” is a vulnerability that has been publicly disclosed (e.g., by an independent researcher or threat actor) before the software vendor has an opportunity to patch it. 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
32


customers, in customer-dedicated cloud instances that are hosted, separate and apart from the public instances of our MOVEit Cloud platform).We promptly took down MOVEit Cloud for further investigation and notified all then-known current and former MOVEit Transfer and MOVEit Cloud customers in order to apprise them of the MOVEit Vulnerability and alert them to immediate remedial actions. In parallel, our team developed a patch for all supported versions of MOVEit Transfer and MOVEit Cloud, which was released on May 31, 2023, and allowed for the restoration of MOVEit Cloud that same day.

MOVEit Transfer is a secure file-transfer software that is installed by customers on-premise and does not have any on-going telemetry after installation that allows us to track, among other things, a customer’s product usage, deployed version, file transfer activity (including any data that is transferred by or stored within the customer’s MOVEit Transfer instance), or whether the customer has applied any security patches or bug fixes to their MOVEit Transfer instance. However, certain MOVEit Transfer customers have reported that malicious threat actors have exploited the MOVEit Vulnerability to obtain access to their environments and portions of their sensitive customer data.

Furthermore, we currently have not seen any evidence that sensitive customer data has been exfiltrated from the public MOVEit Cloud instances. For a small group of customers, we provide dedicated MOVEit Cloud instances that are hosted, for each such customer, separate and apart from the public instances of our MOVEit Cloud platform. Two of our dedicated MOVEit Cloud customers have reported that malicious threat actors have exploited the MOVEit Vulnerability to obtain access to their dedicated MOVEit Cloud environment. As of the date of the filing of this report on Form 10-Q, one such customer has confirmed that no sensitive data was compromised and the other has reported that certain personally identifiable information was exfiltrated.

Since our disclosures regarding the MOVEit Vulnerability, various third-parties have been actively scrutinizing MOVEit Transfer and MOVEit Cloud, leading to the discovery and our prompt patching of additional vulnerabilities. We are currently not aware of any evidence that these additional vulnerabilities were exploited by malicious threat actors prior to creating patches to address them and making those patches available to our MOVEit Transfer customers and applying those patches to the MOVEit Cloud environments – both the public and dedicated cloud instances.

Progress has remained fully operational at all times before and after the discovery of the MOVEit Vulnerability and, as of the time of the filing of this report on Form 10-Q, has not uncovered evidence of unauthorized activity in Progress' corporate environment or impact to products beyond MOVEit Transfer and MOVEit Cloud related to this attack. MOVEit Transfer and MOVEit Cloud represented less than 4% in aggregate of the Company’s revenue for the nine months ended August 31, 2023.

Progress engaged outside cybersecurity experts and other incident response professionals to conduct a forensic investigation and assess the extent and scope of the MOVEit Vulnerability. The Company (i) has and is continuing to implement a series of additional security and related measures aimed at addressing the MOVEit Vulnerability and subsequently discovered vulnerabilities and further strengthening the overall security of our MOVEit applications, (ii) has engaged outside legal counsel to conduct a thorough independent investigation of the MOVEit Vulnerability, and (iii) has engaged with federal law enforcement and other federal agencies with respect to the MOVEit Vulnerability. As our fact-gathering investigation and litigation response continues, we will continue to assess the potential impact of the MOVEit Vulnerability on our business, operations, and financial results.

Expenses Incurred and Amounts Accrued

For the three and nine months ended August 31, 2023, we incurred $1.0 million of costs related to the MOVEit Vulnerability. Costs are provided 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.

Future Costs

We expectare subject to incur investigation, legallitigation and professional services expenses associated withgovernmental investigations related to the MOVEit Vulnerability, infor which we have incurred expenses and will incur future periods.costs. We will recognize theseexpect our exposure to such expenses as services are received, net of received and expected insurance recoveries. Our financial liability arising from any of the foregoing will depend on many factors, including limitations contained within our customer contracts, the amount of private litigation, and the number and extent of formal government investigations into the matter, therefore it is not possible at this timeliabilities to estimate the quantitative impact of any such liability with any reasonable degree of certainty.

be reduced by insurance.
3330


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 expectedPlease refer 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 relatedNote 15: Cyber Related Matters to the November 2022 cyber incident and $1.9 million was related to the 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.

Future Capital Investments

In addition, we may accelerate or make additional investments in our information technology systems, but we are unable to estimate such investments because the nature and scope has not yet been determined. We currently do not expect such amounts to be material to any fiscal period.

Effect on Sales and Customer Loyalty

The MOVEit Vulnerability may adversely affect our future performance and financial results. Customer confidence in Progress may also be impacted by the MOVEit Vulnerability. Through our response speed and transparent communications, we are committed to, and actively engaged in, activities to restore any loss in customer confidence. However, we currently cannot predict the length or extent of any ongoing impact to sales.

Litigation and Governmental Investigations

As of the date of the filing of this report on Form 10-Q, (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 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 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 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.

Such claims and investigations may have an adverse effect on how we operate our business and our results of operations, and in the future, we may be subject to additional governmental or regulatory investigations, as well as additional litigation or indemnification claims. 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 are pending and our fact-gathering investigation into the matter is 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. As such, we have not recorded a loss contingency liability for litigation, claims and governmental investigations in the second quarter. See Note 15 to Consolidated Financial Statements included in Item 1, Financial Statements.Statements for additional details and updates regarding the MOVEit Vulnerability.

Recent Accounting Pronouncements

Refer to Note 1: Basis of Presentation (Part I, Item 1 of this Form 10-Q) for further discussion.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

During the first ninethree months of fiscal year 2023,2024, with the exception of drawing down (and subsequent repayments)repayments on our revolving line of credit and changes to our debt as described in Note 7,7: Debt, there were no significant changes to our quantitative and qualitative disclosures about market risk. Please refer to Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk included in our 20222023 Annual Report, for a more complete discussion of the market risks we encounter.

34


Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures

Our management maintains disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act") that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), as appropriate, to allow for timely decisions regarding required disclosure.

Our management, including our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed in the reports filed or submitted by us under the Exchange Act was recorded, processed, summarized and reported within the requisite time periods and that such information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

The Company acquired MarkLogic on February 7, 2023. Management excluded MarkLogic from its assessment of the effectiveness of the Company’s disclosure controls as of August 31, 2023. MarkLogic represented, in aggregate, approximately 15% of the Company’s total consolidated assets (excluding goodwill and intangibles) and approximately 12% of total consolidated revenues, as of and for the three months ended August 31, 2023.

(b) Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended August 31, 2023February 29, 2024 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
3531


PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Please see Management’s Discussion and Analysis ofrefer to Note 15: Cyber Related Matters to the Consolidated Financial Condition and Results of OperationsStatements included in Part I, Item 2 – Recent Developments: MOVEit Vulnerability1, Financial Statements for a discussion of legal proceedings related to the MOVEit Vulnerability.

Item 1A. Risk Factors

We operate in a rapidly changing environment that involves certain risks and uncertainties, some of which are beyond our control. In addition to the updated risk factorsinformation provided below,in this report, please refer to Part I, Item 1A. Risk Factors in our 20222023 Annual Report for a more complete discussion regarding certain factors that could materially affect our business, financial condition or future results.

If our products contain software defects or security flaws, it could harm our revenues by causing us to lose customers and could increase our liabilities by exposing us to costly governmental investigations or litigation. For example, the exploitation of the zero-day MOVEit Vulnerability in May 2023 has resulted in government inquiries, two formal government investigations, and private litigation. Our products, despite extensive testing and quality control, may, and at times do, contain defects, vulnerabilities or security flaws. In the ordinary course of business, we may need to issue corrective releases of our software products to fix any defects, vulnerabilities, or security flaws. Depending upon the severity of any such matters, the detection and correction of such matters can be time consuming and costly. If any such issues are exploited by malicious threat actors, we could experience, among other things, material adverse impact to our revenues due to loss of customers and increased liabilities due to costly governmental investigations or litigation. In addition, any such matters could affect the ability of our products to work with hardware or other software products, delay the development or release of new products or new versions of products (due to a reallocation of our internal resources), and/or adversely affect market acceptance of our products, all of which could have a material adverse effect on our operating results and cash flows. For example, we recently released patches for vulnerabilities affecting WS_FTP, one of our file-transfer products that is deployed on-premise in our customers’ environments. Notwithstanding our efforts to promptly patch such vulnerabilities and encourage customers to deploy the patch as quickly as possible, we do not have telemetry into our WS_FTP customers’ environments or control over their patching activity, and there have been reports of exploitation of these vulnerabilities following the release of our security patches. We continue to monitor the situation and assess the potential impact of the WS_FTP vulnerabilities on our business, operations, and financial results. As of August 31, 2023, WS_FTP accounted for less than 1% of our annual gross revenue.

As disclosed via a Form 8-K filed on June 5, 2023, on the evening of May 28, 2023 (Eastern Time), 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 promptly took down MOVEit Cloud for further investigation and notified all then-known current and former MOVEit Transfer and MOVEit Cloud customers in order to apprise them of the MOVEit Vulnerability and alert them to immediate remedial actions. In parallel, our team developed a patch for all supported versions of MOVEit Transfer and MOVEit Cloud, which was released on May 31, 2023, and allowed for the restoration of MOVEit Cloud that same day.

MOVEit Transfer is a secure file-transfer software that is installed by customers on-premise and does not have any on-going telemetry after installation that allows us to track, among other things, a customer’s product usage, deployed version, file transfer activity (including any data that is transferred by or stored within the customer’s MOVEit Transfer instance), or whether the customer has applied any security patches or bug fixes to their MOVEit Transfer instance. However, certain MOVEit Transfer customers have reported that malicious threat actors have exploited the MOVEit Vulnerability to obtain access to their environments and portions of their sensitive customer data.

We currently have not seen any evidence that sensitive customer data has been exfiltrated from the public MOVEit Cloud instances. For a small group of customers, we provide dedicated MOVEit Cloud instances that are hosted, for each such customer, separate and apart from the public instances of our MOVEit Cloud platform. Two of our dedicated MOVEit Cloud customers have reported that malicious threat actors have exploited the MOVEit Vulnerability to obtain access to their dedicated MOVEit Cloud environment. As of the date of the filing of this report on Form 10-Q, one such customer has confirmed that no sensitive data was compromised and the other has reported that certain personally identifiable information was exfiltrated.

36


These events have led to several inquiries from domestic and foreign data privacy regulators; inquiries from several state attorneys general; 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 governmental investigation of which we have been told that we are a target), and (ii) the SEC (as further described hereafter); and private litigation; all of which could have adverse impacts on our business and operations and the results thereof. More specifically, as of the date of the filing of this report on Form 10-Q, (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 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 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).

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.

Such claims and investigations may have an adverse effect on how we operate our business and our results of operations, and in the future, we may be subject to additional governmental or regulatory investigations, as well as additional litigation or indemnification claims. Following the discovery of the MOVEit Vulnerability and the various remedial actions described here, we have discovered and patched additional vulnerabilities within the MOVEit Transfer and MOVEit Cloud platforms. While we are currently not aware of any evidence that these additional vulnerabilities were exploited by malicious threat actors, we cannot guarantee that we have or will uncover and/or address all vulnerabilities within the MOVEit platform or any of our other products prior to exploitation by threat actors.

Our financial liability arising from any of the foregoing will depend on many factors, including the extent to which governmental entities investigate the matter and limitations contained within our customer contracts; therefore, we are unable at this time to estimate the quantitative impact of any such liability with any reasonable degree of certainty. As our fact-gathering investigation and litigation response continues, we will continue to assess the potential impact of the MOVEit Vulnerability on our business, operations, and financial results. 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.

Our customers and partners may seek refunds, delay implementation timelines, delay payment, fail to pay us in accordance with the terms of their agreements, or terminate use of our products, all of which can have an adverse effect on us.If customers or partners seek refunds, delay implementation of our products, delay payment, fail to pay us under the terms of our agreements, or terminate use of our products, we may be adversely affected both from the inability to collect amounts due and the cost of enforcing the terms of our contracts (including litigation related thereto). For example, as of the date of the filing of this report on Form 10-Q, 23 customers and others that claim to have been impacted by the MOVEit Vulnerability have indicated that they intend to seek indemnification from us related to the MOVEit Vulnerability and it is possible that, in connection therewith, they may delay payment under the terms of their contracts. Other MOVEit Transfer and MOVEit Cloud customers have sought refunds or delayed implementation timelines. As the scope of the impact of the MOVEit Vulnerability becomes more clear, additional customers may attempt to seek refunds, delay product implementation, withhold payments, or cease using the MOVEit product line entirely.

In addition, in the ordinary course of business, some of our customers and partners may seek bankruptcy protection or other similar relief and fail to pay amounts due to us, or pay those amounts more slowly, either of which could adversely affect our operating results, financial position and cash flow.

Our business could be damaged, and we could be subject to liability, in the event of any unauthorized access to our data or our customers’ data, including through privacy and data security breaches, such as or in addition to the MOVEit Vulnerability. The use of certain of our products, including MOVEit Cloud, involves the transmission or storage of third-party data in our environment, some of which may be considered personally identifiable, confidential, or sensitive. In the ordinary course of business, we face security threats from malicious threat actors that could obtain unauthorized access to our systems, infrastructure, products, and networks. We anticipate that these threats will continue to grow in scope and complexity over time.

For example, once we discovered the MOVEit Vulnerability on May 30, 2023, we (i) promptly took down MOVEit Cloud for investigation, and (ii) notified all then-known current and former MOVEit Transfer and MOVEit Cloud customers in order to apprise them of the MOVEit Vulnerability and alert them to immediate remedial actions. In parallel, our team developed a
37


patch for all supported versions of MOVEit Transfer and MOVEit Cloud, which was released on May 31, 2023 and allowed for the restoration of MOVEit Cloud that same day. While we believe that our actions have, and will continue to, reduce the likelihood of similar vulnerabilities occurring in the future in our MOVEit product line, malicious threat actors might use techniques to exploit other zero-day vulnerabilities or use other means that we are unable to defend against, in order to compromise and infiltrate our systems, infrastructure, networks, and products, including, but not limited to, MOVEit or other products. In addition, MOVEit Transfer is a secure file-transfer software that is installed by customers on-premise and does not have any on-going telemetry after installation that allows us to track, among other things, a customer’s product usage, deployed version, file transfer activity (including any data that is transferred by or stored within the customer’s MOVEit Transfer instance), or whether the customer has applied any security patches or bug fixes to their MOVEit Transfer instance.

While we devote a significant amount of resources to cyber security related matters in the operation of our business, we may fail to detect the existence of a breach and be unable to prevent unauthorized access to user and company content across our systems, infrastructure, products, and networks. The techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and are often not recognized until launched against a target. They may originate from less regulated or remote areas around the world, or from state-sponsored actors. If our security measures are breached, we may suffer reputational damage, our products may be perceived as insecure, and we may lose existing customers, or fail to attract and retain new customers.

In addition to internal resources, we frequently rely on third parties when deploying our cybersecurity related infrastructure, and in doing so, may be exposed to security risks outside of our direct control. In connection therewith, we rely on outside vendors and contractors to perform certain services necessary for the operation and testing of certain of our products, and they may fail to adequately secure our platform or discover vulnerabilities in our products.

While we have implemented security procedures and controls aimed at addressing these threats and patching vulnerabilities, our security measures could be compromised and our attempts to implement security measures and patch vulnerabilities could prove to be inadequate or could fail. Any such failure could result in significant legal and financial exposure, increased costs to defend litigation, indemnity and other contractual obligations, government fines and penalties, damage to our reputation and our brand, and a loss of confidence in the security of our products and services that could potentially have an adverse effect on our business and results of operations. In addition, our insurance coverage may not be adequate to cover all costs related to cybersecurity incidents or the exploitation of vulnerabilities as well as the disruptions and liabilities resulting from such events.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) Stock Repurchases

Information related to the repurchases of our common stock by month in the thirdfirst quarter of fiscal year 20232024 is as follows (in thousands, except per share and share data):
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(1)
June 2023— $— — $197,959 
July 2023— — — 197,959 
August 2023— — — 197,959 
Total— $— — $197,959 
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(1)
December 2023— $— — $193,998 
January 2024— — — 193,998 
February 2024393,740 57.12 393,740 171,498 
Total393,740 $57.12 393,740 $171,498 

(1)On January 10, 2023, our Board of Directors increased the share repurchase authorization by 150.0 million, to an aggregate authorization of $228.0 million. As of August 31, 2023,February 29, 2024, there was $198.0$171.5 million remaining under this authorization.

3832


Item 5. Other Information

(c) Insider Adoption or Termination of Trading Arrangements

During the thirdfirst quarter of fiscal year 2023,2024, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:

Name and Title
Character of Trading Arrangement1
Date Adopted
Duration2
Aggregate Number of
Shares of Common
Stock to be Sold Pursuant to Trading Arrangement
Yogesh Gupta,John Ainsworth,
PresidentEVP & GM, Application and CEOData Platform
Rule 10b5-1
Trading Arrangement
February 13, 2024August 11, 2023October 15,13, 2024
Up to 153,8363
30,631
Domenic LoCoco,Loren Jarrett,
SVP, Chief Accounting OfficerEVP & GM, Digital Experience
Rule 10b5-1
Trading Arrangement
August 9, 2023December 1,February 6, 2024February 28, 2025
16,3184
21,701
Ian Pitt,Kathryn Kulikoski,
EVP & Chief InformationPeople Officer
Rule 10b5-1
Trading Arrangement
August 18, 2023August 30,February 14, 2024December 31, 2024
Up to 11,1199,36853
Sundar Subramanian,YuFan Stephanie Wang,
EVP & GM, Infrastructure ManagementChief Legal Officer
Rule 10b5-1
Trading Arrangement
August 9, 2023November 15,February 5, 2024October 31, 202422,189
Up to 4,0974

1. Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).

2. Except as indicated by footnote, each trading arrangement permits transactions through and including the earlier to occur of (a) the completion of all sales or (b) the date listed in the table. Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule.

3. Includes: (i) 48,2027,248 shares of our common stock; and (ii) 2,120 employee stock options expected to be exercised via same-day sale.

4. Includes all common stock, net of shares withheld to cover tax withholding obligations, to be issued upon the anticipated vesting of a maximum of 105,634 Performance Stock Units ("PSUs").4,097 restricted stock units.

4. Includes: (i) 1,036 shares of our common stock; and (ii) 15,282 employee stock options expected to be exercised via same-day sale.

5. Includes: (i) 3,806 shares of our common stock; (ii) 50% of the common stock, net of shares withheld to cover tax withholding obligations, to be issued upon the anticipated vesting of a maximum of 9,770 PSUs; (iii) 584 shares of common stock expected to be purchased under the Company’s Employee Stock Purchase Plan; and (iv) all common stock, net of shares withheld to cover tax withholding obligations, to be issued upon the anticipated vesting of 1,844 restricted stock units.
3933


Item 6. Exhibits

The following exhibits are filed or furnished as part of this Quarterly Report on Form 10-Q:
 
Exhibit No.Description
4.1
4.2
Form of 3.50% Convertible Senior Note due 2030 (included as Exhibit A in Exhibit 4.1) (2)
10.1*†
10.2
10.3
31.1*
31.2*
32.1**
101*The following materials from Progress Software Corporation’s Quarterly Report on Form 10-Q for the three and nine months ended August 31, 2023,February 29, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of August 31, 2023February 29, 2024 and November 30, 2022;2023; (ii) Condensed Consolidated Statements of Income for the three and nine months ended August 31, 2023February 29, 2024 and 2022;February 28, 2023; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended August 31, 2023February 29, 2024 and 2022;February 28, 2023; (iv) Condensed Consolidated Statements of Stockholders' Equity for the three and nine months ended August 31, 2023February 29, 2024 and 2022;February 28, 2023; (v) Condensed Consolidated Statements of Cash Flows for the three and nine months ended August 31, 2023February 29, 2024 and 2022;February 28, 2023; and (vi) Notes to Condensed Consolidated Financial Statements.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
 
(1)Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on March 1, 2024.
(2)Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on March 1, 2024.
(3)Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 1, 2024.
(4)Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 8, 2024.
*Filed herewith
**Furnished herewith
Indicates management compensatory plan, contract or arrangement


4034


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PROGRESS SOFTWARE CORPORATION
(Registrant)
 
Dated:October 10, 2023April 8, 2024 /s/ YOGESH K. GUPTA
 Yogesh K. Gupta
 President and Chief Executive Officer
 (Principal Executive Officer)
Dated:October 10, 2023April 8, 2024 /s/ ANTHONY FOLGER
 Anthony Folger
 Executive Vice President and Chief Financial Officer
 (Principal Financial Officer)
Dated:October 10, 2023April 8, 2024/s/ DOMENIC LOCOCO
Domenic LoCoco
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
4135