Tom Barth Melissa H. Cruz - Former Chief Financial Officer and Senior Vice President of Finance & Administration Philip M. Pead - Chief Executive Officer, President, Executive Director and Chairman of Allscripts Health Solutions

Aaron Schwartz - Jefferies & Company, Inc., Research Division Mark W. Schappel - The Benchmark Company, LLC, Research Division Scott Zeller - Needham & Company, LLC, Research Division Greg McDowell - JMP Securities LLC, Research Division Steven R. Koenig - Wedbush Securities Inc., Research Division Brian Murphy - Sidoti & Company, LLC

Good day, everyone, and welcome to the Progress Software Corporation Fourth Quarter Earnings Conference Call. At this time, I'd like to turn the conference over to Mr. Tom Barth, Vice President of Investor Relations. Please go ahead, sir.

Thank you, Jamie, and good afternoon, everyone. And thanks for joining us for Progress Software's fiscal fourth quarter and fiscal year end 2012 earnings call. With me today is Phil Pead, President and Chief Executive Officer; and Melissa Cruz, our Chief Financial Officer. Before we get started, I'd like to remind you that during this call, we may discuss our outlook for future financial and operating performance, corporate strategies, product plans, cost initiatives or other information that might be considered forward-looking. Please review our Safe Harbor statement regarding this, which is available both on today's press release, as well as in the Investor Relations section of our website at progress.com. Additionally on this call, we may refer to certain non-GAAP financial measures, such as income from continuing operations and diluted earnings per share from continuing operations. You can find the reconciliation of these non-GAAP financial measures to the most directly comparable GAAP numbers in our earnings release issued today. Today, we also published our financial press release on our website and furnished the information to the SEC in an 8-K filing. These documents contain the full details of our financial results for the fiscal fourth quarter and year ended 2012, and I recommend you reference these documents for your specific details. Today's conference call will be recorded in its entirety and will be available via replay on our website in the Investor Relations section. With that, I'd now turn it over to Melissa for a financial review. Melissa H. Cruz: Thank you, Tom. Good afternoon, everyone. Q4 2012 capped a solid finish of the year for Progress, with continued improvement in Core revenue growth quarter-over-quarter, bringing us back to a flat growth rate after a few quarters of decline. Over the past year, we launched a new strategic plan, included a significant restructuring effort and have substantially completed the bundling and sale of our 10 non-Core product lines, as well as initiated a 10b5-1 share repurchase program that's been designed to return $250 million in capital to our shareholders by June of 2013. While we still have much to do, we are pleased with our accomplishments in 2012, as we made continued progress on the execution of our strategic plans, particularly in light of the challenging economic backdrop. Before I get into the financial results, let me clarify the accounting of the divestments for Q4 of 2012. The results of all non-core or divested product lines are now reported in discontinued operations, including the recently announced sale of the Orbix product line. Continuing operations includes the results of the core product lines and an additional bucket of costs, largely G&A, which do not qualify for discontinued operations accounting treatment, and they can be thought of as temporary stranded costs from the divestitures. Continuing operations will be the basis of future reporting and guidance. Stranded costs, like the costs of real estate leases and corporate overhead cost, will continue for the next 2 quarters as we work to provide transitional services to the acquirers of the non-Core businesses and then begin to close down operations in some geographies. Now turning to the P&L, and to help you bridge your models with our reported results, we've included a table within our earnings release, which combines revenue from continuing operations and discontinued operations. The combined revenue from continued and discontinued operations was $122 million in Q4 of 2012 compared to $136 million in Q4 of '11. This is down 9% on a constant currency basis and down 11% using actual exchange rates. And again, that includes the divested and non-divested products. For the full year 2012, combined revenue from continued and discontinued operations was $473 million compared with $534 million in 2011. Combined non-GAAP EPS from continued and discontinued operations or non-GAAP EPS from net income was $0.42 compared with $0.34 in 2011 -- Q4 of 2011. Because of the divestment process of the 10 products is substantially complete, consolidated and core revenue are now the same and can be used interchangeably. Core or consolidated revenue for Q4 was $91 million, essentially flat from a year ago on constant currency basis and down 2% using actual exchange rates. Core license revenue for the fourth quarter was $36 million, up 7% from Q4 of 2011 in constant currency, and 4% at actual rates. Core maintenance and services was $56 million, down slightly from Q4 last year. However, our maintenance renewals remain very strong at over a 90% rate, and this continues to highlight the value of our customer services offerings and product upgrades and focuses on our customer partner commitment. Now breaking out our Q4 revenue by geography, North America was $40 million, up 2% from the same quarter last year. EMEA revenues were $34 million, down 7% on a constant currency. AP JA [ph] was $8 million, up 18% constant currency. And lastly, Latin America was $9 million, up 9% constant currency. As you can see, with 56% of our revenue stream coming from outside of North America, we remain cautious about our future revenue streams' growth due to the macroeconomic concerns in some of the regions we operate. The operating margins for the Core segment in Q4 of 2012 was 30%. However, the non-GAAP operating margin for continuing operations, which includes the non-Core stranded costs I just discussed, was 24%. As anticipated, stranded costs will keep our continuing operations margin depressed for a few quarters, while we provide transitional services and we execute the initiatives to drive us to the guided 35% margin in Q4 of 2013. So to be clear, our path to a 35% non-GAAP margin is from this 24%, since we need to work our way out of the stranded costs over the course of the year, and we remain committed to do so. The company also generated $28 million of cash flow from operations during the quarter, and ended the quarter with a strong balance sheet with ending cash, cash equivalents and short-term investments of $355 million. This number reflects cash proceeds of $47 million from the now closed Shadow and FuseSource divestments. Additionally, as we've mentioned, we are divested or under agreement to sell all of the non-core products for a pretax aggregate proceeds of all 10 products of approximately $130 million. For the most part, we anticipate these gains to be tied to tax at 37%, because they are all asset sales. Also impacting cash this quarter was the launch of our 10b5-1 plan in October, which authorized the share repurchase of $250 million. From the end of October to the -- November 30, we repurchased $88 million worth of our stock. We've continued to execute against this plan, and as of January 2 have now spent a total of $130 million under this plan. Our net DSO from continuing operations for the fourth quarter was 70 days, down 3 days from last year, stemming from continued good collection efforts. We ended the quarter with just 1,395 employees, down 7% from last quarter and 20% from a year ago, as we continue to transform the companies, to divest product lines and execute on our restructuring efforts. We expect headcount will continue to decline over the next several quarters, as we complete our divestitures and end our transitional services of the divested core -- non-core product lines. In summary, we are pleased with our 2012 financial results and business accomplishments. We've had solid performance, strong execution on strategic initiatives and have increased efficiencies across the company. That being said, the divestiture process has been complex, and we're happy to have that largely behind us. As we enter into 2013, we are seeking to expand our operating leverage while also seeking opportunities to increase shareholder value. With that, I'd like to hand it off to Phil. Philip M. Pead: Thanks, Melissa. Good afternoon, everyone, and let me add my welcome to all of you on today's call and a Happy New Year. I'd like to start by saying that I am proud and honored to lead Progress Software as its CEO. Progress has a rich tradition of offering highly functional, high quality solutions that are used extensively by direct end users across multiple industries and by more than 1,400 ISVs worldwide. Progress boasts one of the highest levels of client satisfaction, as well as a most loyal customer base. Our maintenance rates are renewed at or above the 90% level, which is among the highest in the industry. As often happens in companies, product life cycles begin to decline and companies often move away from their core foundation to pursue alternative strategies, seeking faster growth. Some of these alternative strategies are successful, but most are not. In April of last year, we announced a new strategy for our company, one which leverages our core foundation and extends our solutions, creating new opportunities, but staying within the boundaries of our principal capabilities. By focusing on a plan that reemphasizes Progress' core capabilities, it was necessary for us to divest non-core assets, refocus our field organization, create a tighter focus for our product development organization and begin to leverage our R&D on expanding the functionality of our Core assets and build a foundation for future growth. We are pleased with the progress we have made in fiscal year 2012. We divested the non-Core assets at competitive valuations within an accelerated timeline. And our fourth quarter performance demonstrated that despite the many distractions, we remain focused on achieving our objectives. Turning now to 2013, our priorities are first to focus on margin improvement. While much progress has been made during 2012, more must be done to meet our objectives for this year. Progress' cost structure must be realigned with the company's core revenue profile. We must become a more efficient company, and we are committed to reviewing all parts of our business to enable us to meet our margin objectives for 2013. As we have previously stated, it is our goal to exit the year at 35% non-GAAP operating margin. While we primarily focus on margin improvement in 2013, we must also lay the foundation for growth in 2014 and beyond. First, we must increase the revenues from our existing solutions by offering more value-added functionality to our partners and direct end users. We began executing on this part of our strategy during the second half of 2012. Entering 2013, we now have expanded capabilities in all 3 product solutions, as well as cross-sell opportunities that our sales organization can leverage. We must also improve our sales coverage and productivity and expand our services offering. These initiatives should begin to contribute to revenue growth in the latter part of 2013. However, while this will enable us to drive new revenue from our existing clients and partners, we must also find ways to attract new clients and partners, which is where we will look to the cloud for future growth. As we previously announced, we believe our platform as a service strategy will enable Progress to become a leader in cloud-based application development as new and existing ISVs, as well as direct end users seek fast, efficient and cost-effective alternatives to what is currently a very proprietary development environment. Progress' differentiation is to be able to offer ISVs and end users the ability to develop applications on any platform and on any database, thereby freeing them from the constraints both financial and technical which limits them today. This will be a major technological differentiation for cloud-based development in the market today. So to summarize, our priorities for 2013 are to focus on margin improvement by making our company more efficient and to realign our costs with our smaller footprint. Concurrent with that margin improvement, we must build the foundation for growth by focusing first on increasing revenues from our existing partners and direct end users, and next to leverage our core competencies in application development, data integration and data analytics in the cloud. We're excited by these opportunities, and our company is energized and enthusiastic about our future prospects. We are providing quarterly guidance for our first quarter in 2013. We expect quarterly year-over-year consolidated core revenue growth to be essentially flat based on constant currency. We expect consolidated non-GAAP operating margin in Q1 to be in the range of 20% to 24%. Lastly, yesterday morning, we announced the appointment of Chris Perkins as our new Chief Financial Officer. I've worked with Chris several times during my career and know he will be a strong asset to our company, the executive team and the finance organization. His deep background in operations as well as finance will be essential as we all work to improve revenue growth and profitability. Chris will start as CFO on February 1. And however, Chris and Melissa will be working closely over the next several weeks to ensure a seamless transition. I would again like to thank Melissa for her significant contribution during her time with Progress. I'd like Tom to open up the call and take any questions. Tom?

Thank you, Phil. That concludes our formal remarks for today. I'd now like to open up the call to your questions. I ask that you keep your questions to 1 primary question and 1 follow-up. I will now hand it over to you, Jamie, to conduct the Q&A session.

[Operator Instructions] And we'll take our first question from Aaron Schwartz of Jefferies. Aaron Schwartz - Jefferies & Company, Inc., Research Division: The question I have is, it looks like on your core metrics that your expenses still moved up sequentially into Q4. And Melissa, I understand sort of these stranded costs of trying to substantiate back to the non-GAAP statements here. But given what you said about investing for growth, should we still expect the core expenses to increase sequentially? It looks like they would have to if we back into the guidance. And then, what kind of revenue ramp would we expect to get to that 35% margin to exit the year? Melissa H. Cruz: Good questions. So first on the core, there was an increase in core expenses from Q3 to Q4, largely being driven by sales commissions. Because it's a higher revenue quarter, it's a higher expense quarter. So we do not expect to have a revenue -- I mean, excuse me, an expense increase from Q4 to Q1 in the core. What you're seeing in the consolidated guidance is the combination of core plus these stranded costs. So what was 24% in Q4 on a similar basis is 24% in Q1 on a lower revenue number. Because the -- we've given you, right, it's about $87 million for Q1, so we're going from $91 million something to $87 million. Aaron Schwartz - Jefferies & Company, Inc., Research Division: Right. So if we try to isolate just the core expenses, you're saying you would not expect that to increase sequentially Q4 to Q1? Melissa H. Cruz: Correct. Aaron Schwartz - Jefferies & Company, Inc., Research Division: Okay. And then on the stranded costs, you mentioned facility, you also mentioned headcount. Are they weighted sort of 1 versus the other? And I guess that what I'm getting to is, are there charges to be expected in sort of getting out of some facility obligations? Melissa H. Cruz: So there will be. Some of the divestitures, the acquirers did not take the leases, for instance, on them. And so there will be restructure as part of that. Aaron Schwartz - Jefferies & Company, Inc., Research Division: Okay. And then last question for me, and I'll pass it on. Is there any way you can sort of talk to your expected share count for Q1? Melissa H. Cruz: Well, the buyback has been pretty successful. I would say that we're somewhere, probably, we'll enter Q1 probably between, say, 55 and 57.

And we'll go next to Mark Schappel with Benchmark. Mark W. Schappel - The Benchmark Company, LLC, Research Division: Phil, if I recall correctly from the last quarter's conference call, your EMEA restructuring activities were delayed due to some regulatory issues. I was wondering if those issues have been resolved and your activities there have moved forward. Philip M. Pead: The answer to that question is that, naturally, we're -- this is a -- it's a dynamic process, right? And so, I think you should know that we are focused on -- as we focus on our margin improvement for 2013, I think the best way to answer this is that we continue to assess the assets that we have, whether or not they support the strategy appropriately for the platform as a service as we look at our cloud investment, do we have the right mix of assets currently within the company? So all I can tell you is that it's a dynamic process that we will continue to assess. And I think that you should all know that in order for us to meet our objectives for 2013, we're going to look at everything that we have in this company and make sure that it's aligned with really, again, our core capabilities and the efficiencies associated with our smaller footprint. Melissa H. Cruz: That's right. Mark, were you asking about last Q2? Mark W. Schappel - The Benchmark Company, LLC, Research Division: Yes, I was actually asking about last Q2, sorry about that. Melissa H. Cruz: So yes, that -- so that notification process that was done in Q2 is regulatory, it's just the normal HR regulatory across Europe. And so in Q3, we had a regulatory -- we were able to execute on all of those transitional plans. So there were no additional issues in Q4. Mark W. Schappel - The Benchmark Company, LLC, Research Division: Okay, that's fine. And then one final question. If I recall correctly from your Phase 2 of your strategic plan, there was a reinvestment phase in the business. I was wondering, Phil, if you could just give us an idea of what that might look like, and what we may expect, with respect to some of those investments. Philip M. Pead: I'm sorry, I didn't…

Those investment funds, where will we plan to put those for Phase 2 to the investment. Philip M. Pead: Oh, in terms of the -- well, in part, I answered that, your second question, first. But the opportunity for investments for our Phase 2 is, again, something that we are strategically focused on. And we're going to continue to assess the assets that we have versus the assets that we need to support the platform as a service in the future. This is -- I think there is -- there are -- Progress can really differentiate itself in this space. And it's still early. But I think all of you who are following cloud development will see that there is no clear leader yet. And I think that's why I'm excited about looking at leveraging the assets that Progress has to -- and be able to do that. But again, I want to reiterate that this is a company that kind of strayed from its core principles, its core foundation, and we're going to be very strict on what we're looking at and how we leverage those assets, whether we have them today or whether we might acquire them in the future, as to how it aligns with our Core capabilities.

And we'll take our next caller, Scott Zeller with Needham & Company. Scott Zeller - Needham & Company, LLC, Research Division: Regarding the fiscal first quarter guidance for revenues, just to be clear, we're talking about the February '12 quarter as a comp, and that $87 million from the core business, correct? Melissa H. Cruz: That is correct. Scott Zeller - Needham & Company, LLC, Research Division: Okay. And again, just to be clear, the goal is to exit the fourth quarter of '13 at a 35% operating margin, even though we're… Melissa H. Cruz: For the quarter, yes. Scott Zeller - Needham & Company, LLC, Research Division: For the quarter, not on an average yearly number. It's just for the quarter. Melissa H. Cruz: Correct. Scott Zeller - Needham & Company, LLC, Research Division: And could you tell us the actual cash balance today, including the proceeds from the asset sales as well as the spend on the buyback? Is that an available number to share? Melissa H. Cruz: Not really. It's not that I don't want to share it, we can just -- we're going to have to come back to that one, though, because we've done more buyback and then we've also closed 1 more transaction. So I'm not going to have that number handy right now.

And we'll take our next question from Greg McDowell with JMP Securities. Greg McDowell - JMP Securities LLC, Research Division: I would like to just explore the license growth, and if you could just talk about the product lines that helps you return to growth on the license line, whether it was OpenEdge or DataDirect or some of your Decision Analytics product lines. Melissa H. Cruz: I'd say the really good news is that we had growth in license in all of our product lines, and actually across all of our geographies. So there was not one standout business, or not one standout geography, so that makes us quite happy.

And we'll take our next question from Steve Koenig with Wedbush Securities. Steven R. Koenig - Wedbush Securities Inc., Research Division: I wanted to get a little bit of color, if I could, on, say, indirect channel versus direct. And just any commentary on OEM renewals for Connect, any large license deals for OpenEdge? Philip M. Pead: When you say commentary on indirect versus direct, Steve, can you be more specific? Steven R. Koenig - Wedbush Securities Inc., Research Division: Yes. Looking to get any color on revenue performance in terms of direct deals versus your -- primarily your OpenEdge indirect channel, either on a quarter-by-quarter, year-on-year -- Melissa H. Cruz: I think nothing -- it's a -- there were no significant differences to our standard patterns. So what we've done, while we haven't put that in the press release, what we did give you this time was the geographic breakout, and the license maintenance breakout that you guys have been asking for. We're not prepared to really get into anything specific on the channel side. Steven R. Koenig - Wedbush Securities Inc., Research Division: Okay. So your feeling is that the -- your feeling is that the OpenEdge indirect channel, the application partners, perform pretty solidly? Melissa H. Cruz: Absolutely. Steven R. Koenig - Wedbush Securities Inc., Research Division: Okay. And can you give any commentary on whether, was there any contribution from OEM renewals or any large OpenEdge license deals? Melissa H. Cruz: Standard deals, we were able to, so I can say, have license growth in all of the product lines. And the revenue model for DataDirect happens to be largely OEM, so that piece that's OEM, but... Steven R. Koenig - Wedbush Securities Inc., Research Division: Okay. And then, if I may, I kind of got a clarification question there, but if I could ask 1 follow-up as well. Wondering about -- thought about your kind of your core revenue trend, you're showing some stability this quarter. Your guidance for next quarter looks -- we're seeing some year-on-year stability there on the core. Any thoughts on have we stabilized now, should we expect those -- that sort of trend to continue? Can you -- can we see scenarios in which Progress starts to see some growth, and how much? So any color there on 2013 as the year progresses, kind of how we should think about that revenue trend. Philip M. Pead: This is Phil. I think the way that you should look at our revenue is that I would say that, given the performance in the fourth quarter, and recognizing that Q4 for Progress is usually a strong quarter, where I was pleased, personally, is there was a lot of distractions in that quarter. We have a sales force across the -- across all the geographies, our ISVs. Everybody seemed to have a very balanced performance in Q4, which frankly encourages me as to the stability question. But it's one quarter. I think I'm being cautious, as a new CEO coming in, to ensure that it's not just one quarter, that we have a sustainable stability in our core business, that we continue to focus on the investments for the foundation of growing that the top line in the future. But that what's also, I think, probably more critical for me is to meet the commitment that we made in making sure that we achieve our 35% non-GAAP operating income exiting Q4. I think that's really our focus. But that's going to be hard to do if we don't have a stable core business. And so we're equally focused on that. And I hope that answers your question, but I feel much more optimistic now about 2013, stable core business, than I did certainly when I became acting CEO and we did not reaffirm guidance for Q4.

And we'll take our next question from Brian Murphy with Sidoti & Company. Brian Murphy - Sidoti & Company, LLC: This one is for Melissa. Now that we have some detail on the core business, in terms of the license maintenance breakout, I was wondering if you could give us some business segment level detail on the second and third quarter license revenue, pretty sharp, sequential decline from the first quarter. I'm just wondering where you saw the greatest decline there by business segment. Melissa H. Cruz: Well, we did have disruption in the business as we were making a lot of these changes. And our segments are just core and non-core. So our business line disruption was to both the core and the non-core, but it was more so to the non-core. Brian Murphy - Sidoti & Company, LLC: Okay. I was just talking about the core business. But I guess, it -- were there, maybe on the Apama side of the business, were there deals that got pushed out of the second and third quarter that maybe you guys were able to close in the fourth quarter? Melissa H. Cruz: That typically happens. Deals will push from quarter-to-quarter. And Q4, we always guide higher because we do find that there's a little harder edge to push against when it's year end. So we did well on all the product lines.

And we'll take our next question from Aaron Schwartz with Jefferies. Aaron Schwartz - Jefferies & Company, Inc., Research Division: Just had a follow-up question on, and probably for Phil. But if you execute on, sort of the cloud strategy longer term, it seems like that, potentially, is sort of a different go-to-market model, it's maybe not as involved with ISVs and your sort of partner part of the business. Is that fair? And how are you thinking about the go-to-market approach as you continue to invest and develop the cloud strategy? Philip M. Pead: Yes, that's a good question, Aaron. The go-to-market strategy is really going to -- I don't -- for me, the ISV is a -- still a very strong part of our business. And I think that cloud development, as evidenced by our existing ISVs with OpenEdge, as essentially rudimentary as we have our cloud enablement for OpenEdge, are showing great entrepreneurial skills in bringing that platform to the cloud. So I do believe that it, again, fits very strategically with our core capabilities from an indirect channel perspective. But you mentioned the fact that there's also a lot of end users who are seeking fast deployment of applications for business problems that they're trying to solve, where there may or may not be packaged software to meet that need. And so, again, OpenEdge is very strong in that capability, at least it was in the past. I still think it remains to be so. But it's a nice mix, and I'm not sure how it will play out as we really test the market with our new capabilities. But it's something that we're looking at from the standpoint of what we're seeing already happening today with OpenEdge enabled for cloud development with our existing ISVs. Aaron Schwartz - Jefferies & Company, Inc., Research Division: Okay. That's helpful. And last one, if I could, for Melissa. The -- on the balance sheet, the deferred revenue, it seems like there's probably some defer that came off due to the divestitures. Is there any way you could give sort of an apples-to-apples deferred revenue number? Was that -- or even directionally, was that sort of flat or... Melissa H. Cruz: You're looking at the consolidated balance sheets, you're looking at November 30, you see 1 03, 9 25, short-term deferred. It's below that, you see liabilities held for sale. Aaron Schwartz - Jefferies & Company, Inc., Research Division: Is that all deferred? Melissa H. Cruz: That's almost all deferred revenue.

That does conclude our question-and-answer session. At this time, I'd like to turn the call back to you, Mr. Barth, for any additional or closing remarks.

Thank you, Jamie, and thank all of you for joining the call this afternoon. As a reminder, we plan on releasing financial results for our fiscal first quarter of 2013 on Wednesday, March 27, after the financial markets close, and holding the conference call the same day at 5:00 p.m. Eastern Time. Additionally, the company will be presenting at the following upcoming investor conferences: In January, the Needham Conference in New York City; and the Noble Financial Services Conference in Florida; additionally, we'll be presenting at the UBS Investor Conference in Boston. We hope to see you there. We look forward to speaking with you again soon, and have a great day.

That does conclude today's conference. We do thank you for your participation.