Good afternoon. My name is Emma. I will be your conference operator today. At this time, I would like to welcome everyone to the Zuora's third quarter fiscal 2023 earnings call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. If you would like to ask a question during this time, simply press star followed by one on your telephone keypad. If you would like to withdraw the question, again, press star one. Thank you. Luana Wolk, VP of Investor Relations, you may begin your conference. Thank you. Good afternoon, welcome to Zuora's third quarter fiscal 2023 earnings conference call. On the call today, we have Tien Tzuo, Zuora's Founder and Chief Executive Officer, and Todd McElhatton, Zuora's Chief Financial Officer. Robbie Traube, our President and Chief Revenue Officer, will also be joining us for the Q&A session. During today's call, I will make several statements that represent our expectations and beliefs concerning future events that may be considered forward-looking under federal securities laws. These statements reflect our views only as of today and should not be relied upon as representative of our views as of any subsequent date. We disclaim any obligation to update any forward-looking statements or outlook. These statements are subject to several risks and uncertainties that could cause actual results to differ materially from expectations. For further discussions of the material risks and other important factors that could affect our financial results, please refer to our filings with the SEC. Finally, unless otherwise noted, all numbers except revenue mentioned today are non-GAAP. You can find a reconciliation from GAAP to non-GAAP results in today's press release. Our results press release and a replay of today's call can be found on Zuora's investor relations website at investor.zuora.com. I'll turn the call over to you, Tien. Thank you, Luana, and thank you everyone for joining us. Welcome to Zuora's third quarter fiscal 2023 earnings call. Q3 was yet another quarter where we delivered on our guidance. We posted Q3 total revenue at the high end of our outlook, and we exceeded guidance for subscription revenue and non-GAAP operating income. That being said, the macro level of certainty, we are accelerating our focus on profitability and are committing to delivering a non-GAAP operating margin of at least 6% for fiscal year 2024. What this means is today we announced the difficult decision to reduce our workforce by 11%. We've been thoughtful in how we've approached this, making sure that we preserve quota capacity and continue to invest in innovation. As a founder and CEO of the company, I have not taken this decision lightly, but this was the right thing to do for our customers and our shareholders. We're doing everything we can as a company to help with the transition for those affected, and I want to personally thank these ZEOs for all that they've done for the company over the years. Let me take a few moments to add some more color on what we're seeing out there in the market. Talking to customers, of course, is a key part of my role. In the last 90 days, I believe I've spoken to more customers across more geographies than in any time prior. Here's what I would say. First, digital customer experiences and subscription business models continue to be a priority. I was with the CIO of a $9 billion information services company, and he said that any project that streamlines the customer experience is still being funded. Companies continue to see subscriptions as the future, and we see this in our metrics. For example, our total pipeline continues to grow year-over-year. This is not a surprise. In times like these, companies that have well-established subscriber relationships are going to continue to outperform those that do not. This is consistent with our recently re-released Subscription Economy Index, or SEI snapshot, which found that even as the world faces economic uncertainty, subscription businesses in the SEI were resilient in the first half of 2022, with higher revenue growth compared to businesses in the S&P 500. These recurring revenue companies increased customer acquisition and revenue growth during the first half of the year. Subscription cancellations continued to be lower than pre-pandemic levels. Just a few weeks ago, we had C-level executives from over 30 companies at a two-day offsite, including the top publishing brands, one of the biggest video streaming services, one of the biggest auto manufacturers, one of the largest SaaS companies, multi-billion-dollar technology companies. At the event, we had an incredible response to our vision for how Zephr, the technology we acquired this past quarter, will help them deepen subscriber engagement and put the right offer in front of the right subscriber at the right time. All this being said, this is absolutely a different world than just 90 days ago. The level of uncertainty that companies are facing has risen significantly. This is certainly affecting parts of our business. Sales cycles are being extended in certain cases due to increased scrutiny on new software purchases. In other cases, some companies are simply putting larger scale transformation projects on hold as they wait to get a better picture of what resources they will have. In our install base, some of our customers are finding it difficult to make longer-term predictions about their own business, which may impact the level of volume commitments that they've historically made to our platform. We are not seeing these trends impact all industries equally. For example, we continue to see good traction in the media industry. Advertising revenue is on the decline. It's driving these companies to double down on their subscription business. Last quarter, we talked about how The New York Times is a prime example of what the playbook now looks like to build a modern digital media company on a foundation of a strong subscriber base. This quarter, we added Gannett to the list, a leading publisher with 250 newspapers and two million subscribers. They came to Zuora with a goal of tripling their subscriber base in the next three years. They started with Zuora Billing to give them the pricing and tax rate flexibility they needed to continue their subscriber growth. In Q3, they added Zuora Revenue to help them automate their revenue recognition process so they can scale their entire order to revenue process to support their ambitious growth goals. The media industry is also where we're seeing our acquisition of Zephr, which we closed in Q3, play a really important role. We learned a lot in our previous acquisitions, and I'm pleased to say that we are on track with our plans for company integration and for deepening the existing integration between our two products. It's exciting to see the initial traction we're seeing in the market as media companies and digital publishers realize how critical it is to deliver a differentiated subscriber experience. For example, News Corp Australia, one of Zephr's customers, recently announced that their total subscriber base grew 13% year-over-year, with Zephr being a piece of this success. As competition for these subscribers continues to grow, Zephr is able to help our customers effectively optimize and personalize the subscriber experience to better drive conversion and revenue. Another industry that we're seeing is the auto manufacturing industry, where new business models are critical to unlocking growth for the next decade. This quarter, we are adding another auto manufacturing company to our roster. This is one of the largest Japanese car manufacturers in the world with $75 billion in annual revenue, and they chose Zuora to enhance what they call the driver experience. They are launching new in-car services and helping to make billing effortless for offerings like parking, roadside assistance, maintenance, insurance, entertainment, and more. This marks now 13 of the largest 15 auto companies who have bet on Zuora to take them into the next decade of growth. In the broader manufacturing sector, we're seeing companies like global tire manufacturer Michelin come to Zuora to launch its direct-to-consumer tire subscription, selecting Zuora for both our unique technology and our expertise. Third, our product leadership remains the driving force. For those companies who need to launch and scale a recurring revenue business, Zuora remains the only solution that can help them manage the entire process, from delivering differentiated subscriber experiences to orchestrating the complete Quote-to-Revenue process. In fact, Zuora was recently recognized for the third time as a leader by the IDC MarketScape, a testament to our leadership. IDC noted, and I quote, that, "Zuora has a comprehensive and enterprise-grade subscription and usage revenue management solution to intelligently automate the Quote-to-Revenue process." End quote. A good example where this came to play from the quarter is Enercare. Enercare is one of Canada's largest energy solutions companies. They provide water heaters, furnaces, air conditioners, and related services to more than 1.4 million customers. When it came time to replace their billing system, they evaluated both traditional ERP providers and SaaS solutions, and it became clear that only Zuora could provide a complete and agile order new revenue solution. The Zuora platform will not only replace their existing billing system, but will enable new capabilities and a stronger customer relationship for their subscription product, rental, and maintenance plans. Finally, in this environment, we are fortunate to also have a strong value proposition around reducing costs and accelerating cash. We have a broad product portfolio and one that delivers a high level of automation across the entire Quote-to-Revenue process. This has enabled us to shift a lot of our messaging with products like Zuora Revenue that helps companies take cost out of their business through automation, whether it's headcount cost or audit fees, or Collect that helps companies increase collections at a time when that matters more than ever. Some examples include Vivint, a leader in smart home solutions and a long time Zuora Billing customer, selected Zuora Revenue to automate their revenue recognition processes. Vivint's entire Order to Revenue process in $1.6 billion in revenues will be automated on Zuora's monetization platform. GitHub, the leading integrated software development platform, signed up with Zuora Collect to help them optimize electronic payment authorization and recovery rates. Lastly, a multi-billion dollar subscription streaming service where in one quarter Zuora Collect helped recover $4.3 million in otherwise lost payments, all flowing directly to their bottom line. To net all of this out, our long-term vision and opportunity remains intact. We continue to see strong interest in Zuora's products, and we remain confident in our long-term opportunity, even with the current headwinds. Given the uncertainty in the macro environment, we are accelerating our path to profitability and committing to delivering at least 6% non-GAAP operating margin next fiscal year. The approach we are taking in making this change is built on our conviction of our long-term opportunity, thereby preserving our quota capacity and our ability to continue to invest in innovation. The bets we have placed on growth initiatives over the last two to three years give us a great roadmap of where to find the right growth opportunities, while at the same time allowing us to expand our margins. Today is a difficult day for Zuora as we say goodbye to many of our fellow ZEOs. We remain unwavering in our commitment to our customers and our vision of the world subscribed. I'll turn the call over to Todd to review our financials and outlook. Todd? Thank you, Tien. Thanks everyone for joining us today. The economic environment has clearly changed over the past 90 days. Despite the backdrop and FX impact, I'm pleased that we reached the high end of our guidance for total revenue and exceeded guidance for subscription revenue and non-GAAP operating income. As many other software companies have reported, we are also experiencing pressure from the current economic trend. During Q3, we encountered some elongated sales cycles and some deals requiring additional levels of approval. As I speak with customers, engagement, and demand for our solutions continues to be high. In fact, top of funnel generation has grown by double digits. As a result, we are directing our sales efforts in the areas we saw the most success over the past couple of years. We are directing resources towards our alliance partners versus internal demand generation. Similarly, we are focused on areas to help our customers reduce costs as they navigate the current environment. As we announced earlier, we made the difficult decision to reduce our workforce by 11% to align our cost structure with the expected near-term growth profile and improve operating margins. This will result in a significant improvement to our customer acquisition costs that will drop to the bottom line. Let me give you some more color on the quarterly performance. Subscription revenue was $86.6 million, growing 20% year-over-year in constant currency and 17% as reported, exceeding the high end of our guidance. We experienced FX headwinds during the quarter based on the strength of the US dollar. Professional services revenue was $14.5 million, a decline of 6% year-over-year. Professional services represented 14% of our total revenue. In the future, we expect professional services revenue will be around 13%-14% of total revenue. This will result in a stronger overall blended gross margin. Total revenue ended at the high end of our guide at $101.1 million, up 17% in constant currency and 13% as reported year-over-year. Over a third of our total revenue is international, which created FX headwinds of approximately $3 million this quarter. Non-GAAP subscription gross margin was 79%, a decline of approximately 90 basis points year-over-year. This was driven by investment in our infrastructure to scale. Non-GAAP professional services gross margin was negative 1%, in line with our goal to run services at or near breakeven. Our non-GAAP blended gross margin saw an improvement of 157 basis points year-over-year, ending the quarter at 67%. This illustrates the incremental leverage we've experienced in our model as we benefit from working with our partner channel. non-GAAP operating income was $0.6 million, compared with an operating loss of $1.2 million in the prior year. This was driven by top-line growth and disciplined investment in the business. This resulted in a non-GAAP operating margin of 0.6%, 198 basis point improvement over last year. Our fully diluted share count at the end of the quarter was approximately $163.4 million shares using both the Treasury Stock and if-converted methods. Let me walk you through some of the key metrics for the quarter. In Q3, our Dollar-Based Net Retention Rate, or DBRR, was 109%, which included one point of FX headwinds. The 109% DBRR was two points reduction sequentially and a one point reduction year-over-year. The current buying trends had an impact on DBRR, our retention rates continue in line with historic levels. At the end of Q3, we had 770 customers that spend at or above $100,000 in average contract value, including acquired Zephr customers, an increase of 25 sequentially. In Q3, the $100,000 cohort continued to represent 95% of our business. Given this cohort has grown from the time of our IPO to become the vast majority of our business, this metric is less indicative of overall execution. We plan to provide investors with new customer metrics at the beginning of next fiscal year. Regarding our customer penetration, we continue to see success from our move up-market strategy and our land and expand strategy. This quarter, we closed six deals with ACV of $500,000 or more, including two deals over $1 million. Turning to billing transaction volume. Our systems processed $22 billion of volume in the third quarter, representing 17% growth in constant currency and 15% growth as reported year-over-year. As we've noted before, processed billing transaction volume is not indicative of our revenue growth because customer gains efficiencies as they scale. Moreover, given the success of our multi-product portfolio, this metric alone is less correlated to revenue growth. We have two other products, Zuora Revenue and Zuora Collect, which generated significant volume growth year-over-year, both of which are not reflected in the billing transaction volume metric. It is our intention to revisit our metrics and provide you with additional visibility into our full suite of products in fiscal 2024. Looking at ARR and free cash flow. At the end of Q3, ARR was $350.7 million and grew 19% as reported, with about one point of headwind due to FX. Free cash flow was negative $7.2 million for the quarter. As a reminder, free cash flow may fluctuate on a quarterly basis due to the timing of cash collections and seasonality. We believe it's best to assess our cash flow performance over a long term. CapEx for the quarter was $2.4 million. Turning to the balance sheet. We ended the quarter with $401 million in cash and cash equivalents, a sequential decrease of $48 million, primarily driven due to the acquisition of Zephr. Let's turn to our financial outlook. As we shared earlier, we are reducing our workforce by 11%. This will result in a non-recurring expense of approximately $9.5 million, of which $3.7 million was incurred in Q3 with the balance in Q4. These non-recurring expenses for severance, healthcare, and transition assistance have been excluded from our non-GAAP presentation. While the workforce reduction is distributed across the entire company, the biggest impact is in the go-to-market organization. These changes will improve our sales team by streamlining our organization while preserving quota-carrying capacity. As Tien mentioned, we'll continue investing in R&D to deliver our multi-product roadmap and customer success. Looking ahead, we anticipate the annualized go-forward savings from this action will be approximately $29 million. Turning to our Q4 outlook. As we saw in Q3, our top of the funnel remains as strong as ever, but customers are cautious about their spending, leading to longer deal cycles. We currently don't expect this behavior to change in Q4 or next fiscal year, so we're being prudent on our outlook. For Q4, we currently expect subscription revenue of $87.5 -88.5 million, representing a year-over-year growth of 14% at the midpoint. Professional services revenue of $12 -13 million. Total revenue of $99.5 -101.5 million, representing year-over-year growth of 11% at the midpoint. As a reminder, Q4 has fewer billing days impacting services revenue and margin. This will also be our first full quarter absorbing Zephr expenses. Non-GAAP operating income of breakeven to $1 million and non-GAAP net loss per share of $0.06-0.07 per share, assuming a weighted average shares outstanding of $134.4 million. This includes a $4 million tax impact related to Zephr, which will also impact free cash flow. For the full year, we're updating our outlook. We now expect subscription revenue of $336.5 -337.5 million, representing year-over-year growth of 17% at the midpoint. Professional services revenue of $56 -57 million. Total revenue at $392.5 -394.5 million, representing a year-over-year growth of 14% at the midpoint. Non-GAAP operating income of breakeven to $1 million, and a non-GAAP net loss per share of $0.15-0.16, assuming weighted shares outstanding of approximately $131.5 million. Let me review our cash flow outlook for the remainder of the year. Our prior guidance for free cash flow for fiscal 2023 was -$13 million to -$16 million. As we noted last quarter, it did not include the impact of acquisition-related expenses associated with the Zephr transaction of approximately $4 million. We expect to incur a $4 million tax expense related to the movement of Zephr IP. We will also incur non-recurring expenses associated with the workforce reduction just announced. The remainder of the free cash flow adjustment is due to the impact of lower billings given extended deal cycles. As a result of these factors, we now expect free cash flow for the year to be between - $33.5 million and - $36.5 million. For fiscal 2023, we now expect ARR growth of 15% and Dollar-Based Retention Rate of 107%. While we will provide detailed fiscal 2024 guidance next quarter, here's how we're thinking about next year. For the top line, we wanna take a prudent approach, assuming the recent trends that we've experienced will continue into next year. The bottom end of the range assumes conditions worsen. As such, we're de-risking our model. For fiscal 2024, we expect subscription revenue growth between 11% and 14%. As noted earlier, we expect professional services revenue will be around 13%-14% of total revenue going forward. From a bottom-line perspective, regardless of the backdrop, we are committed to generating a non-GAAP operating margin of at least 6% next year. To summarize, while there is uncertainty in the current environment, we believe Zuora is well-positioned to offer long-term sustainable growth. The tough decision we announced today illustrates our commitment to bottom-line expansion as we grow the top line. The subscription economy has changed the way companies can serve their customers. Billing, revenue, and collect are mission-critical. These are solutions that cannot be easily replaced, and they offer improved efficiencies. We believe this is an area customers will continue to invest in. With that, team, Robbie and I will take your questions, and I'll turn it over to the operator. Thank you. As a reminder, if you would like to ask a question, press star followed by the number one on your telephone keypad. Your first question today comes from the line of Joshua Reilly with Needham. Your line is now open. All right. Well, thanks for taking my questions. Maybe we'll start off here on the announced layoffs. Maybe just some more color here. How are you thinking about the mix of quota-bearing heads you expect to retain following the layoffs? Maybe can you give us a sense either on a percent or absolute number? Second, do you need to have higher sales productivity under the new assumptions around profitability for next year? Hey, Josh, this is Todd. I will go ahead and take that. You're right, we did focus a lot of the reductions in the go-to-market activity. One of the things that I feel very good about is the fact that we were able to retain the vast majority of our quota-carrying capacity. In fact, we only lost a handful of quota carriers, and for the most part, those were in territories that have not been productive over the last several quarters, and we didn't see them being productive going forward. What we see is we're gonna be able to get much more efficient from a standpoint of eliminating overlay activities, simplifying the business, and then also utilizing our SI partners to help us in demand generation. We feel pretty good about that. Overall, I would expect the quota levels to remain relatively consistent as we move forward, and we've got more than enough capacity to hit the guidance that we shared with you earlier. Got it. That's super helpful. You made a comment that you're gonna focus more on leads from alliance partners versus direct qualified leads. What are the differences, if any, in the customer profiles that you're getting from the two sources, and what's kind of the thought process there? What we have seen, Josh, over, you know, maybe the last 6+ quarters is those leads that come in are better qualified, they tend to be larger, and they close quicker with a faster conversion rate. From our perspective, as we took a look at where leads were coming from, again, we've been really thoughtful about this. This hasn't been a knee-jerk reaction. It was as we've been studying the business, taking a look at how do we improve our go-to-market, we went ahead and said, "All right, how can we improve that top-of-funnel pipeline and conversion?" That's where we came to the overall conclusion that we'd be best generating those leads and continue driving them more from the SI partners than internally generating them. Yeah, I mean, Todd, I can add on that as well. I mean, our SI's, they both source pipeline, and they also implement. You know, if I look at some of the over 500,000 deals, two of our largest ones were against legacy incumbent ERPs, and both of those also included SIs, as an example. In Q3, I mean, our SI partners, I think, participated in over three-quarters of new business deals. The size of the deals, as Todd said, nearly doubled year-over-year through our SI partners. Over 2/3 of our customer go-lives in Q3 involved a system integration partner. We can see where there's a prime deal where a partner actually leads the deal, those grew 30% year-over-year. As you can see, we're getting great momentum with our SI partners. Got it. Best of luck going forward. Thanks, guys. Thanks, Josh. Your next question comes from the line of Chad Bennett with Craig-Hallum. Your line is now open. Great. Thanks for taking my question. Just digging in a little bit on the new net expansion or ARR guide for fiscal year 23 of 107% and 15%. You know, I just, you know, I appreciate kind of the elongation of sales cycles and customers being a little reticent to bake in volume growth. I guess, did we... You know, if I look at ARR or billings or what on the quarter, did we actually experience that this quarter, or do you anticipate, you know, a significant slowdown in the fourth quarter here? I guess the other question would be, you know, I seem to recall a couple years ago when we kind of refocused and restructured the sales force that, you know, we were gonna, from a go-to-market standpoint or a volume standpoint, we're gonna be significantly more conservative in kind of upfront volumes, right? We're actually gonna start to see a tailwind, you know, from, you know, maybe deals that were structured, you know, maybe not properly before that are renewing now or have been renewing recently. Has the volume growth really changed that dramatically from a quarter ago when you were pretty confident in +112%? Hey, Chad, thanks a lot for the question. Things have absolutely changed pretty significantly since we did talk 90 days ago. From a standpoint of taking a look at what we saw during the quarter, we absolutely did see our install-based customers become much more cautious. As they were looking at volumes, they're still growing. However, we saw people having a real hesitancy to compete or, excuse me, to go ahead and commit to increased volumes for next year. That was certainly an impact to what we saw in the quarter slowing down. We also saw several instances where customers either put projects on hold or had pushed out decisions on the upsell. I think the good news on the DBRR is that our retention rates remained at their high levels. Matter of fact, they're historically where they've been. We continue to improve from where we were year-over-year. From a standpoint of upsells, including volumes, customers got much more cautious, and it's our anticipation that they will continue that not only through Q4, but as we look into next year. From an upfront perspective, I think, you know, I've hit that as, you know, we continue to size the deals appropriately upfront. I just think we're seeing customers being much more cautious on making growth commitments and as they bring forward renewals earlier. Okay. Can you just talk about how the SIs or the channel performed in the quarter relative to kind of your updated kind of NRR and ARR guide, and if they are in fact performing relative to expectations and all the shortfall is direct sales? I don't know that I would call it that either our direct or channel source pipeline didn't materialize. In fact, the top of the pipe has been healthier as ever. We entered the quarter very strong. We're entering this quarter again very strong. Again, we are seeing customers be very cautious before they make decisions. We are seeing in some cases where people are taking things through multiple level of approvals, and they're taking things for longer periods of time. That being said, we're also seeing areas where we did very well during the quarter. The first example that I would leave is, you know, maybe companies that have an existential need to shift their businesses towards subscription. Gannett was a very good example in the quarter. Here's a company that is certainly pivoting to be more reliant on subscription versus advertising, and you're seeing they made a seven-figure commitment to the Zuora Billing platform. You're seeing one of the largest Japanese auto manufacturers committing to the Zuora Billing platform, making 13 out of 15 of the auto manufacturers now committed. You're also seeing areas like Vivint, where on revenue automation, we can help customers be more efficient on how they manage their business. That being said, we're still hit, as many other companies are, with the macro headwinds of people being cautious on their spending. Yeah, yeah, Chad, maybe this team will just jump in. I don't want you to think that, you know, we have two distinct channels, direct and SIs, and they're independent. It's not exactly how it works. We have a set of target accounts, and I would say our bet on large companies is really paying off. It gives us the stability that we need in our business. It gives us the growth potential. You're seeing, you know, given the macro uncertainty, it depends, right? The media companies are moving forward. The tech companies might be a little bit slower. In terms of direct versus SIs, this set of customers, we're still reaching out to them direct, but every one of them, practically speaking, has one or more system integrators they view as partners that they're going to. It's more of a co-selling environment. Going back to when Todd said we've learned from this and we can be more efficient, right? We're able to balance our resources between, you know, our SDR organization and our SI organization in terms of our target account selling and leverage the fact that our partners are already in the accounts, right? As a means to drive, continue to drive pipeline. Got it. Thanks. Your next question comes from the line of Adam Hotchkiss with Goldman Sachs. Your line is now open. Good afternoon. Thanks very much for the questions. You talked about customer cautiousness on one hand, but on the other hand, talked about the pipeline remaining really strong. You know, are you seeing that spending cautiousness being mirrored by, business model transformation cautiousness towards subscription-based models, or are you continuing to hear, customers seeing momentum there? Yeah. I'd say, you know, the interesting thing is we're seeing almost a bifurcation in the business, right? A bifurcation of the deal, the bifurcation of the pipeline. You can see that really by in some ways by industry, but really by how important it is to the company. The media sector continues to buy. The manufacturing sector is saying, "We invested all this effort in IoT. We see vast pools of new revenue streams that we can go tap after." Right? Some of these projects might even be, you know, smaller. We're also seeing, you know, we have a pretty broad product portfolio, so the parts of our product where we're able to land a little bit quicker, including the Zephr acquisition that we did, or where the value proposition has a clear cost savings benefit, right? A lot of times when our revenue product goes in, there's a whole bunch of audit fees that are saved, as an example, right? Because once you automate, a lot of the revenue recognition, you're more resilient to mistakes and you have a less of a need to audit every single transaction. So those parts of our pipeline are continuing. The parts of our pipeline where, you know, to simplify down, it's a large investment now over, you know, a long period of time where the benefit doesn't accrue till, you know, 12 months out, those are gonna be put on hold or more likely to be put on hold, right? We still have a few of those deals that are coming through because they're so important. Because, you know, why is that? These companies are saying, "Look, I don't know where the economy is gonna be in six months," right? Is the Fed gonna continue to raise interest rates? Am I gonna see recession or not? I need clarity of that picture before I'm able to make a large investment like this, right? Directionally speaking, this is still something we wanna do, right? We still need to get to a target% of subscriptions in our business model in two, three, five years. Just the uncertainty that we're seeing, in terms of where is inflation gonna be? Where is employment gonna be? Where is the Fed gonna go, right? It's causing them to say, "Look, give us another 90 days before we're able to decide." What Todd's done is bake that into saying, "Look, what if this uncertainty continues on concerning the signs of that, and let's make sure, you know, we have a prudent guide. Yeah. I think just maybe to close up there, Adam, is I don't think it's customers are being cautious of jumping into the subscription business. Right. You saw that with Gannett. You saw that with the automobile manufacturers, as they're saying, "Hey, our businesses are shifting, and we wanna be able to offer this." There are some places where it's like, "Oh, I need to make this transformation," where you're seeing those decisions take longer, and we've taken that into account for the balance of this year and next year. Got it. Got it all. Super helpful. When you think about that 11%-14% for next year, is it fair to say the primary piece of the sort of slower growth relative to being something like north of 20% would be specifically around sort of that net expansion rate and customer cautiousness rather than a slowdown in the new pipeline, though fully understanding that you're indicating that there is some slowdown there because of the extending deal cycles? Yeah. I think what I would say is, I think you're asking about how did we get to the 11%. When I really thought about that, just to de-risk of the different scenarios, what we said is, let's assume that what we're seeing in the second half, not only does that continue through next year, but that also gets a bit worse. That's how we're looking at it. We certainly think that could hit us both on transformations that people are doing, and again, our existing customers being very cautious on pre-committing for incremental volume or taking on additional products from us. We do expect the customers we have, they're great enterprise customers. They are a growing business. We will be a growing business that, you know, they will take on some of those. Again, wanting to be really cautious on what we're seeing. Yeah, you know, one silver lining all this when in terms of customer base, I don't know that I would go so far to say this is all customer base and not new logos. I think it's a balance 'cause if you look at the customer base, we do have a very, very sticky product. You know, just like, nobody's gonna wanna take on, you know, people are slow to take on big projects. What they're not gonna do is they're certainly not gonna do a big project to replace an existing mission-critical system. We feel really good about the stability and resiliency of our customer base. The question really is, you know, how much is their volume gonna grow? What is their appetite for new innovations? We think the appetite's certainly there, but as long as there's uncertainty in the economy, I think it's, you know, we need to be prudent, and we're gonna adjust our plans around that. Got it. Thanks, team. Thanks, Todd. Your next question comes from the line of Andrew DeGasperi with Berenberg. Your line is now open. Thanks for taking the questions. I had one specifically in terms of trying to drill down a little more in the Indian markets and specifically the geographies. Would you say the weakness that you were seeing is broad-based, or would you call out any geography in particular as being worse than another? Similarly, I know you mentioned you're seeing good traction in media, but is there any kind of that market specifically that was bad? Is it tech? Beyond tech, is it something else? How would you compare that to what happened during COVID? Let me jump in on the geography side. The overall, as we say, the pipeline continues to grow, there's continued customer interest there. We definitely had some softness in Americas due to the general macro, and then we saw some softening in EMEA in the second half as well. Bottom line, I mean, it's similar to our peers. We are seeing impact from macro, but a very strong interest in both the products and also, as we said, the growth in the pipeline. I think the other thing that's really important, Andrew, to keep in mind is when we're seeing things take longer or push, we're not seeing a change in the competitive profile. We're not seeing those deals are being lost. We're just seeing it's taking customers longer to make a decision. I say this is also very different than COVID. I think the big thing is, I don't know, March or April we knew what was going on, but in June, July it was pretty clear that, you know, it was gonna be a V-shaped recovery, if you will, right? Here the uncertainty is gonna continue. I'm no economist, but it certainly feels like we have to predict for a situation where the economic uncertainty, will we be able to tame inflation in the U.S.? What's gonna happen with energy in Europe? I mean, those questions may not be resolved for a few quarters. The other thing I'd add about the COVID comment, when we went into COVID, I think there was also two other things that were a bit of a overhang. We had customers that maybe we hadn't targeted correctly, and we saw a fair number of those churn. They probably weren't good fits with us. Then we'd also oversold the volume. Now what you're seeing is we've got a really tight correlation between the the committed volume that we have and what customers are using. Yeah. We're a very different company. I don't expect to see anywhere. I don't, you know, I wanted to point that out that we're seeing our retention levels. You know, they've improved. They continue to improve, year-over-year, so we don't have the challenges that we had in retention when you went back a couple years ago during COVID. I think that's a real important differentiation. Thanks for that. If I may add, a follow-up to Adam's question earlier on the 2024 outlook. I guess, you know, number one, why provide it now before the end of probably what is seasonally a stronger quarter? Was it a question of trying to provide a floor to people's assumptions for next year? Secondly, if we could talk about the high end of the guidance, the 14%, what does that assume relative to the bear case? Is it kind of a continuation of current conditions or something better than that? In terms of the margin expansion comment, is the if you get above that low end of the range, could we see those margins be above the 6%? Yeah. Thanks a lot, Andrew. Maybe let me take you through, talk a little bit about how we got to the low case. Really sat there and ran the different scenarios from a standpoint of what happens if we continue with what we're seeing in the second half of this year, not only does that continue throughout the full of next year, but it actually gets a little bit worse. On the high end, what we would see is that, you know, we continue to see the first half being a bit of a challenge and things getting, you know, slightly improving as we move out through the second part of next year. I don't wanna get over my skis and get overly optimistic on what next year looks like. I'm not an economist. We certainly have the quota-carrying capacity in place that when things change, we'll be able to move very quickly. We talked about, you know, having a really tough decision to make on realigning what our workforce look like. We went ahead. We took those actions. What we said is, at a minimum, we will deliver 6% non-GAAP operating profit next year. If it continues to be a tight year, and it doesn't make sense to invest in top-line growth, I'll put more dollars towards the bottom line. You're absolutely right. We can see the bottom line get better. If we think we can get a good return and accelerate that growth to the 14% or higher, we'll certainly direct those dollars there. That's how I'm thinking about it at this time, and we felt like our business was relatively resilient. We certainly have good visibility with our SI partners and what our pipeline looks like and the different scenarios we could run. We felt like, you know, it would be a good thing to give people a point of view on how we're thinking about the business, and we'll more completely update you when we do the call in 90 days. Thanks, team. Your next question comes from the line of Brent Thill with Jefferies. Your line is now open. Thank you. Thank you, team Todd and Robbie, for taking my questions. This is Luv Sodha on for Brent Thill. Maybe, you know, just wanted to start out with, you know, again, going back to that Dollar-Based Net Retention moderation that you've seen, I guess. Could you just remind us how much of that expansion is driven by volume? Just give a sense of the pricing mix. Yeah. As we've talked about Luv over the last several quarters, I would say it's relatively evenly based between three things. It's making sure we continue to improve the absolute retention rate of our customers. The next is upsells of products, and the third is volume. So, you know, it's relatively balanced quarter-over-quarter. We were probably a little bit less on the volume this quarter as customers were a bit more cautious on what they were committing. From a full year basis too, remember, we continue to have FX headwinds, right? So there's gonna be a headroom baked into that number. When a non-U.S. dollar deal renews, at the base level, you're taking a loss right there, right? That's just the way the currencies work. Got it. I wanted to ask one on, you know, Todd, you mentioned that, you know, the top of the funnel is still pretty strong. I guess, what is driving the strength? You know, I'm guessing the close rates are, you know, have moderated quite a bit. Any color as to like are these qualified leads or any color into, you know, what drives the strengths of the top of the funnel? I'll start maybe with that and let Robbie finish it off. Anything that we've got in the funnel has actually been qualified. When we talk about funnel, it's not an opportunity that has not been qualified and accepted by our sales team. What we're seeing be very strong is we've talked about certain businesses that have an existential requirement for a subscription business. We talked about what we're seeing in manufacturing. We've talked about what we've seen in media. The other area is we have several of our solutions, I think both collect and revenue, do a really good job of helping companies in times like this, improving their overall collection rates, automating their revenue recognition, being able to save time and money for companies. Those are things that I've seen that have certainly been helpful in driving the top of the pipeline, but maybe I'll let Robbie kind of finish that off for you. Yeah. Great, Todd. We continue to be the leader from a billing perspective. You see that with just sort of the MGI reports, as Tien mentioned, the IDC MarketScape reports, where we are a leader in those. That just attracts us as the best in class and leader in the space, from a natural list of people that people will look at. I think the other point to what Todd said is, with the growing maturity of our multi-products around revenue and collect, it's giving us more places to go into to land, to be able to do what we've done very successfully, which is expand across the entirety of not now just the Order to Cash, but also the subscriber experience space. I think, listen, It maybe I'll just cap it off. I mean, that's what we're trying to communicate, is the interest levels and the need for companies to move to subscriptions remains absolutely there. The question is really, you know, are some industries under pressure and going to take a little pause before they move their projects than other industries like the media industry moving forward fast? I mean, the manufacturing industry, I just came back from Berlin at Bosch world, it's Bosch ConnectedWorld, it's all about IoT. You know, I don't sense a slowdown there, but a lot of these projects are more innovation projects to create new services that they're monetizing. Got it. One last one, if I may, for Todd. I know, you know, you provided the guidance for fiscal 2024, you know, with the commentary around de-risking it. I guess, you know, if, you know, for billing growth, obviously, that seems to be challenged this quarter. I guess, what gives you confidence that 11% is kind of like the worst-case scenario? Thank you. I think a couple things give us some confidence. One is, the pipeline continues to be at an all-time high. We continue to see the SIs invest with us, pretty significantly, whether it's the work we're doing with Deloitte, as an example, where they're actually adding people to help grow their business. We've seen some of the SIs say that they are seeing Zuora as the fastest growing emerging practice that they have. We're seeing a lot of activity around customers doing that. We also are seeing, you know, our full multi-product solution really kinda come to bear here over the last couple quarters. Not only can we lead with billing, but our revenue collected now, Zephr, are products that not only can we land with very quickly, but again, they're absolutely existential in helping many companies achieve their near-term goals and achieve some of the direct and some of the growth objectives that they have. Yeah, we have a lot of levers at our disposal, right? You know, we talked about this many times before. We have a whole land and expand strategy where we do have the ability to land with specific modules. Rather than going for a big transformation deal, we can land with, we can even land with, like, a basic version of revenue recognition. We can land with one of the modules. You know, there's a lot of companies out there that just need help tracking standard selling prices. The Zephr acquisition is really, really interesting, right? Their sales cycles are 90 days or less. You know, they're able to get live and this is why when we showed that product to our non-media customers, they're really excited to so. We do have a lot of levers at our disposal. You know, again, given the broader level of uncertainty, you know, we took the actions that we did. We're committed to profitability, and we're making sure that, you know, we have a good guide. Remember, we've got, you know, 1,000+ total customers. We've got a lot of visibility as to what's going on into their businesses. We can take a look, and as we started looking at the different scenarios, we got really comfortable that, you know, we could de-risk ourselves and felt, you know, really good that 11% would be a floor even if the macro environment worsened. The last thing that I'll say is, we've also got really focused, as we've been committed for several quarters now, on the profit line, but we're absolutely committed to the minimum of 6%. If we don't see things picking up, we've got an ability to put more dollars to the bottom line for next year. Got it. Thank you. This concludes the conference call. Thank you for your participation. Have a nice day.