Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Feb. 29, 2016 | Mar. 30, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | PROGRESS SOFTWARE CORP /MA | |
Entity Central Index Key | 876,167 | |
Document Type | 10-Q | |
Document Period End Date | Feb. 29, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --11-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 50,316,861 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Feb. 29, 2016 | Nov. 30, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 203,704 | $ 212,379 |
Short-term investments | 47,787 | 28,900 |
Total cash, cash equivalents and short-term investments | 251,491 | 241,279 |
Accounts receivable (less allowances of $1,917 and $2,193, respectively) | 58,829 | 66,459 |
Other current assets | 20,575 | 15,671 |
Total current assets | 330,895 | 323,409 |
Property and equipment, net | 53,492 | 54,226 |
Intangible assets, net | 106,988 | 114,113 |
Goodwill | 369,964 | 369,985 |
Deferred tax assets | 11,635 | 10,971 |
Other assets | 3,894 | 4,419 |
Total assets | 876,868 | 877,123 |
Current liabilities: | ||
Current portion of long-term debt | 9,375 | 9,375 |
Accounts payable | 11,917 | 11,188 |
Accrued compensation and related taxes | 20,339 | 29,720 |
Income taxes payable | 3,088 | 2,941 |
Other accrued liabilities | 22,529 | 21,465 |
Short-term deferred revenue | 136,159 | 125,227 |
Total current liabilities | 203,407 | 199,916 |
Long-term debt | 131,250 | 135,000 |
Long-term deferred revenue | 8,512 | 8,844 |
Deferred tax liabilities | 7,348 | 7,112 |
Other noncurrent liabilities | $ 3,715 | $ 3,787 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Preferred stock, $0.01 par value; authorized, 1,000,000 shares; issued, none | $ 0 | $ 0 |
Common stock, $0.01 par value, and additional paid-in capital; authorized, 200,000,000 shares; issued and outstanding, 50,438,670 shares in 2016 and 50,579,539 shares in 2015 | 232,233 | 227,930 |
Retained earnings | 316,082 | 319,162 |
Accumulated other comprehensive loss | (25,679) | (24,628) |
Total shareholders’ equity | 522,636 | 522,464 |
Total liabilities and shareholders’ equity | $ 876,868 | $ 877,123 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Feb. 29, 2016 | Nov. 30, 2015 |
Assets | ||
Allowance for accounts receivable (in dollars) | $ 1,917 | $ 2,193 |
Stockholders' Equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 50,438,670 | 50,579,539 |
Common stock, shares outstanding | 50,438,670 | 50,579,539 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Revenue: | ||
Software licenses | $ 23,955 | $ 25,231 |
Maintenance and services | 65,526 | 56,150 |
Total revenue | 89,481 | 81,381 |
Costs of revenue: | ||
Cost of software licenses | 1,482 | 1,720 |
Cost of maintenance and services | 10,329 | 11,275 |
Amortization of acquired intangibles | 3,939 | 4,633 |
Total costs of revenue | 15,750 | 17,628 |
Gross profit | 73,731 | 63,753 |
Operating expenses: | ||
Sales and marketing | 29,658 | 30,751 |
Product development | 21,797 | 22,821 |
General and administrative | 12,380 | 14,315 |
Amortization of acquired intangibles | 3,185 | 3,202 |
Restructuring expenses | (66) | 2,344 |
Acquisition-related expenses | 72 | 1,506 |
Total operating expenses | 67,026 | 74,939 |
Income (loss) from operations | 6,705 | (11,186) |
Other (expense) income: | ||
Interest expense | (1,057) | (1,139) |
Interest income and other, net | 162 | 515 |
Foreign currency (loss) gain, net | (930) | 1,557 |
Total other (expense) income, net | (1,825) | 933 |
Income (loss) before income taxes | 4,880 | (10,253) |
Provision (benefit) for income taxes | 1,664 | (9,282) |
Net income (loss) | $ 3,216 | $ (971) |
Earnings (loss) per share: | ||
Basic (in dollars per share) | $ 0.06 | $ (0.02) |
Diluted (in dollars per share) | $ 0.06 | $ (0.02) |
Weighted average shares outstanding: | ||
Basic (in shares) | 50,810 | 50,668 |
Diluted (in shares) | 51,440 | 50,668 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 3,216 | $ (971) |
Other comprehensive (loss) income, net of tax: | ||
Foreign currency translation adjustments | (1,091) | (5,478) |
Unrealized gains (losses) on investments, net of tax of $23 and $0 for 2016 and 2015, respectively | 40 | (2) |
Total other comprehensive loss, net of tax | (1,051) | (5,480) |
Comprehensive income (loss) | $ 2,165 | $ (6,451) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Tax provision (benefit) included in accumulated unrealized gains on investments | $ 23 | $ 0 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 3,216 | $ (971) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization of property and equipment | 2,230 | 2,595 |
Amortization of intangibles and other | 7,710 | 8,546 |
Stock-based compensation | 6,937 | 5,836 |
Deferred income taxes | (516) | (17,933) |
Excess tax benefit from stock plans | (63) | (179) |
Allowances for accounts receivable | (136) | 207 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 7,695 | 13,076 |
Other assets | (4,462) | 5,724 |
Accounts payable and accrued liabilities | (11,167) | (5,068) |
Income taxes payable | 46 | 508 |
Deferred revenue | 11,012 | 24,799 |
Net cash flows from operating activities | 22,502 | 37,140 |
Cash flows used in investing activities: | ||
Purchases of investments | (22,258) | (7,221) |
Sales and maturities of investments | 3,185 | 3,095 |
Purchases of property and equipment | (1,414) | (2,335) |
Capitalized software development costs | 0 | (306) |
Payments for acquisitions, net of cash acquired | 0 | (246,275) |
Proceeds from divestitures, net | 0 | 4,500 |
Net cash flows used in investing activities | (20,487) | (248,542) |
Cash flows (used in) from financing activities: | ||
Proceeds from stock-based compensation plans | 3,670 | 3,338 |
Purchases of stock related to withholding taxes from the issuance of restricted stock units | (409) | 0 |
Repurchases of common stock | (9,041) | (7,827) |
Excess tax benefit from stock plans | 63 | 179 |
Proceeds from the issuance of debt | 0 | 150,000 |
Payment of long-term debt | (3,750) | (1,875) |
Payment of issuance costs for long-term debt | 0 | (1,707) |
Net cash flows (used in) from financing activities | (9,467) | 142,108 |
Effect of exchange rate changes on cash | (1,223) | (6,753) |
Net decrease in cash and cash equivalents | (8,675) | (76,047) |
Cash and cash equivalents, beginning of period | 212,379 | 263,082 |
Cash and cash equivalents, end of period | 203,704 | 187,035 |
Supplemental disclosure: | ||
Cash paid for income taxes, net of refunds of $442 in 2016 and $503 in 2015 | 5,587 | 2,399 |
Cash paid for interest | 765 | 702 |
Non-cash financing activities: | ||
Total fair value of restricted stock awards, restricted stock units and deferred stock units on date vested | 4,368 | 1,408 |
Unsettled repurchases of common stock | $ 2,645 | $ 0 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Statement of Cash Flows [Abstract] | ||
Proceeds from income tax refunds | $ 442 | $ 503 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Feb. 29, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Company Overview - We are a global software company that simplifies the development, deployment and management of business applications on-premise or in the cloud, on any platform or device, to any data source, with enhanced performance, minimal IT complexity and low total cost of ownership. Our comprehensive portfolio of products provides leading solutions for rapid development, broad data integration and efficient data analysis. Our solutions are used across a variety of industries. 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 application partners and original equipment manufacturers (OEMs). Application partners are independent software vendors (ISVs) that develop and market applications using our technology and resell our products in conjunction with sales of their own products that incorporate our technology. OEMs are companies that embed our products into their own software products or devices. We operate in North America and Latin America (the Americas); Europe, the Middle East and Africa (EMEA); and the Asia Pacific region, 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, they 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, 2015 . We made no significant changes in the application of our significant accounting policies that were disclosed in our Annual Report on Form 10-K for the fiscal year ended November 30, 2015 . We have prepared the accompanying unaudited condensed consolidated financial statements on the same basis as the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2015, 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. Recent Accounting Pronouncements - In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The guidance in ASU 2015-03 is required for annual reporting periods beginning after December 15, 2015, including interim periods within the reporting period. Early adoption is permitted for financial statements that have not been previously issued. The Company expects the impact on the Company's consolidated balance sheets to be a reclassification of up to $1.1 million from other assets to long-term debt as of December 1, 2016. In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (ASU 2014-12). ASU 2014-12 brings consistency to the accounting for share-based payment awards that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards. This guidance is effective for all entities for reporting periods (including interim periods) beginning after December 15, 2015. Early adoption is permitted. In addition, all entities will have the option of applying the guidance either prospectively (i.e., only to awards granted or modified on or after the effective date of the ASU) or retrospectively. We are currently evaluating the effect that implementation of this update will have on our consolidated financial position and results of operations upon adoption. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new guidance is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. Early adoption is not permitted. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance. In July 2015, the FASB voted to defer the effective date of this ASU by one year for reporting periods beginning after December 15, 2017, with early adoption permitted as of the original effective date. As a result, the new effective date for the Company will be December 1, 2018. This update will impact the timing and amounts of revenue recognized. Management is currently assessing the impact the adoption of this ASU will have on the Company’s consolidated financial statements. |
Cash, Cash Equivalents and Inve
Cash, Cash Equivalents and Investments | 3 Months Ended |
Feb. 29, 2016 | |
Investments and Cash [Abstract] | |
Cash, Cash Equivalents and Investments | Cash, Cash Equivalents and Investments A summary of our cash, cash equivalents and available-for-sale investments at February 29, 2016 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 196,422 $ — $ — $ 196,422 Money market funds 7,282 — — 7,282 State and municipal bond obligations 38,217 78 — 38,295 U.S. treasury bonds 4,110 — (5 ) 4,105 U.S. government agency bonds 1,639 — (1 ) 1,638 Corporate bonds 3,755 — (6 ) 3,749 Total $ 251,425 $ 78 $ (12 ) $ 251,491 A summary of our cash, cash equivalents and available-for-sale investments at November 30, 2015 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 186,241 $ — $ — $ 186,241 Money market funds 26,138 — — 26,138 State and municipal bond obligations 20,387 30 — 20,417 U.S. treasury bonds 3,109 — (15 ) 3,094 U.S. government agency bonds 1,645 — (4 ) 1,641 Corporate bonds 3,756 — (8 ) 3,748 Total $ 241,276 $ 30 $ (27 ) $ 241,279 Such amounts are classified on our condensed consolidated balance sheets as follows (in thousands): February 29, 2016 November 30, 2015 Cash and Equivalents Short-Term Investments Cash and Equivalents Short-Term Investments Cash $ 196,422 $ — $ 186,241 $ — Money market funds 7,282 — 26,138 — State and municipal bond obligations — 38,295 — 20,417 U.S. treasury bonds — 4,105 — 3,094 U.S. government agency bonds — 1,638 — 1,641 Corporate bonds — 3,749 — 3,748 Total $ 203,704 $ 47,787 $ 212,379 $ 28,900 The fair value of debt securities by contractual maturity is as follows (in thousands): February 29, November 30, Due in one year or less $ 24,094 $ 15,945 Due after one year (1) 23,693 12,955 Total $ 47,787 $ 28,900 (1) Includes state and municipal bond obligations, which are securities representing investments available for current operations and are classified as current in the consolidated balance sheets. We did not hold any investments with continuous unrealized losses as of February 29, 2016 or November 30, 2015 . |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Feb. 29, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments 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 or other accrued liabilities on the consolidated balance sheets at the end of each reporting period and expire from 90 days to one year . In the three months ended February 29, 2016 and February 28, 2015, realized and unrealized losses of $1.5 million and $1.3 million , respectively, from our forward contracts were recognized in foreign currency (loss) gain, net in the condensed consolidated statements of operations. The losses were substantially offset by realized and unrealized gains on the offsetting positions. The table below details outstanding foreign currency forward contracts where the notional amount is determined using contract exchange rates (in thousands): February 29, 2016 November 30, 2015 Notional Value Fair Value Notional Value Fair Value Forward contracts to sell U.S. dollars $ 81,146 $ (5,119 ) $ 76,748 $ (4,026 ) Forward contracts to purchase U.S. dollars 2,494 19 2,077 5 Total $ 83,640 $ (5,100 ) $ 78,825 $ (4,021 ) |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Feb. 29, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Recurring Fair Value Measurements The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at February 29, 2016 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 7,282 $ 7,282 $ — $ — State and municipal bond obligations 38,295 — 38,295 — U.S. treasury bonds 4,105 — 4,105 — U.S. government agency bonds 1,638 — 1,638 — Corporate bonds 3,749 — 3,749 — Liabilities Foreign exchange derivatives $ (5,100 ) $ — $ (5,100 ) $ — The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at November 30, 2015 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 26,138 $ 26,138 $ — $ — State and municipal bond obligations 20,417 — 20,417 — U.S. treasury bonds 3,094 — 3,094 — U.S. government agency bonds 1,641 — 1,641 — Corporate bonds 3,748 — 3,748 — Liabilities Foreign exchange derivatives $ (4,021 ) $ — $ (4,021 ) $ — 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. In certain cases where market rate assumptions are not available, we are required to make judgments about assumptions market participants would use to estimate the fair value of a financial instrument. The following table reflects the activity for our liabilities measured at fair value using Level 3 inputs for each period presented (in thousands): Three Months Ended February 29, February 28, Balance, beginning of period $ — $ 1,717 Changes in fair value of contingent consideration obligation — (102 ) Balance, end of period $ — $ 1,615 We recorded credits of approximately $0.1 million during the three months ended February 28, 2015 due to the change in fair value of the contingent consideration obligation, which is included in acquisition-related expenses in our condensed consolidated statement of operations. The contingent consideration obligation was reduced to $0 during the fiscal year ended November 30, 2015. We did not have any nonrecurring fair value measurements during the three months ended February 29, 2016. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Feb. 29, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible Assets Intangible assets are comprised of the following significant classes (in thousands): February 29, 2016 November 30, 2015 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Purchased technology $ 117,204 $ (58,956 ) $ 58,248 $ 117,151 $ (54,963 ) $ 62,188 Customer-related 67,602 (28,081 ) 39,521 67,602 (25,493 ) 42,109 Trademarks and trade names 15,330 (6,111 ) 9,219 15,330 (5,514 ) 9,816 Total $ 200,136 $ (93,148 ) $ 106,988 $ 200,083 $ (85,970 ) $ 114,113 In the first quarter of fiscal years 2016 and 2015, amortization expense related to intangible assets was $7.1 million and $7.8 million , respectively. Future amortization expense for intangible assets as of February 29, 2016 , is as follows (in thousands): Remainder of 2016 $ 21,374 2017 28,499 2018 27,686 2019 26,561 2020 1,786 Thereafter 1,082 Total $ 106,988 Goodwill Changes in the carrying amount of goodwill in the three months ended February 29, 2016 are as follows (in thousands): Balance, November 30, 2015 $ 369,985 Translation adjustments (21 ) Balance, February 29, 2016 $ 369,964 Changes in the goodwill balances by reportable segment in the three months ended February 29, 2016 are as follows (in thousands): November 30, 2015 Translation Adjustments February 29, 2016 OpenEdge $ 211,980 $ (21 ) $ 211,959 Data Connectivity and Integration 19,040 — 19,040 Application Development and Deployment 138,965 — 138,965 Total goodwill $ 369,985 $ (21 ) $ 369,964 During the fourth quarter of fiscal year 2015, we completed our annual testing for impairment of goodwill and, based on those tests, concluded that no impairment of goodwill existed as of October 31, 2015. During the quarter ending February 29, 2016 , no triggering events have occurred that would indicate that it is more likely than not that the carrying values of any of our reporting units exceeded their fair values. |
Business Combinations
Business Combinations | 3 Months Ended |
Feb. 29, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Telerik Acquisition On December 2, 2014, we completed the acquisition of all of the outstanding securities of Telerik AD (Telerik), a leading provider of application development tools based in Sofia, Bulgaria, for total consideration of $262.5 million . Approximately $10.5 million of the total consideration was paid to Telerik’s founders and certain other key employees in restricted stock units, subject to a vesting schedule and continued employment. Under the Securities Purchase Agreement, 10% of the total consideration was deposited into an escrow account to secure certain indemnification and other obligations of the sellers to Progress. Through this acquisition, we now provide comprehensive cloud and on-premise platform offerings that enable developers to rapidly create applications, driven by data for any web, desktop or mobile platform. We funded the acquisition through a combination of existing cash resources and a $150 million term loan (Note 7). The total consideration, less the fair value of the granted restricted stock units discussed above, which are considered compensation arrangements, has been allocated to Telerik’s tangible assets, identifiable intangible assets and assumed liabilities based on their estimated fair values. The excess of the total consideration, less the fair value of the restricted stock units, over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. The following table discloses the net assets acquired in the business combination (in thousands): Total Weighted Average Life Net working capital $ 8,222 Property, plant and equipment 3,078 Identifiable intangible assets 123,100 5 years Deferred taxes (9,272 ) Deferred revenue (7,915 ) Other non-current liabilities (2,732 ) Goodwill 137,472 Net assets acquired $ 251,953 The fair value of the intangible assets has been estimated using the income approach in which the after-tax cash flows are discounted to present value. The cash flows are based on estimates prepared by management, 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. Based on the valuation, the acquired intangible assets are comprised of purchased technology of approximately $64.8 million , customer-related of approximately $47.1 million , and trademarks and trade names of approximately $11.2 million . Deferred taxes include deferred tax liabilities resulting from the tax effects of fair value adjustments related to identifiable intangible assets and deferred revenue, partially offset by the fair value of deferred tax assets acquired from Telerik. Tangible assets acquired and assumed liabilities were recorded at fair value. The valuation of the assumed deferred revenue was based on our contractual commitment to provide post-contract customer support to Telerik customers and future contractual performance obligations under existing hosting arrangements. The fair value of this assumed liability was based on the estimated cost plus a reasonable margin to fulfill these service obligations. A significant portion of the deferred revenue was recognized during fiscal year 2015. 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 $137.5 million of goodwill, which is not deductible for tax purposes. The allocation of the purchase price was completed during the three months ended November 30, 2015 upon the finalization of our valuation of identifiable intangible assets. As discussed above, approximately $10.5 million of the total consideration was paid to Telerik’s founders and certain other key employees in restricted stock units, subject to a vesting schedule and continued employment. We concluded that the restricted stock units are compensation arrangements and stock-based compensation expense is recognized over the service period of the awards. We recorded $1.6 million and $0.7 million of stock-based compensation expense related to these restricted stock units for the three months ended February 29, 2016 and February 28, 2015, respectively. This amount is recorded as operating expenses in our condensed consolidated statement of operations. 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. We incurred minimal acquisition-related costs during the three months ended February 29, 2016 and approximately $0.8 million during the three months ended February 28, 2015, which are included in acquisition-related expenses in our condensed consolidated statement of operations. In connection with the acquisition of Telerik, we agreed to provide retention bonuses to certain Telerik employees as an incentive for those employees to remain with Telerik for at least one year following the acquisition. We concluded that the retention bonuses for these individuals, which total approximately $2.5 million , are compensation arrangements and recognized these costs over the one -year service period. During the three months ended February 28, 2015, we incurred $0.6 million of expense related to the retention bonuses, which is included in the acquisition-related expenses in our consolidated statement of operations. There were no additional expenses related to the retention bonuses incurred during the three months ended February 29, 2016 and the entire amount accrued during fiscal year 2015 was paid during December 2015. The operations of Telerik are included in our operating results as part of the Application Development and Deployment segment from the date of acquisition. The amount of revenue of Telerik included in our condensed consolidated statement of operations during the first three months of fiscal years 2016 and 2015 was $18.1 million and $4.5 million , respectively. The revenue of Telerik products and maintenance is primarily recognized ratably over the maintenance period, which is generally one year, as vendor specific objective evidence of fair value cannot be established for such maintenance. The amount of pretax losses of Telerik included in our condensed consolidated statement of operations during the first three months of fiscal years 2016 and 2015 was $4.9 million and $17.1 million , respectively. The pretax losses in each period include the amortization expense of approximately $6.2 million related to the acquired intangible assets discussed above. |
Term Loan and Line of Credit
Term Loan and Line of Credit | 3 Months Ended |
Feb. 29, 2016 | |
Line of Credit Facility [Abstract] | |
Term Loan and Line of Credit | Term Loan and Line of Credit On December 2, 2014, we entered into a credit agreement (the Credit Agreement) with each of the lenders party thereto (the Lenders), JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A. and Citizens Bank, N.A., as Syndication Agents, Bank of America, N.A., Citibank, N.A. and Silicon Valley Bank, as Documentation Agents, and J.P. Morgan Securities LLC, as Sole Bookrunner and Sole Lead Arranger, providing for a $150 million secured term loan and a $150 million secured revolving credit facility, which may be made available in U.S. Dollars and certain other currencies. The revolving credit facility may be increased by up to an additional $75 million if the existing or additional lenders are willing to make such increased commitments. We borrowed the $150 million term loan included in the Credit Agreement to partially fund our acquisition of Telerik, as described in Note 6. The 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, including acquisitions of other businesses, and may also use it for working capital. Interest rates for the term loan and revolving credit facility are determined based on an index selected at our option and would range from 1.50% to 2.25% above the Eurodollar rate for Eurodollar-based borrowings or would range from 0.50% to 1.25% above the defined base rate for base rate borrowings, in each case based upon our leverage ratio. Additionally, we may borrow certain foreign currencies at rates set in the same range above the respective London interbank offered interest rates (LIBOR) for those currencies, based on our leverage ratio. A quarterly commitment fee on the undrawn portion of the revolving credit facility is required, ranging from 0.25% to 0.40% per annum, based upon our leverage ratio. The interest rate of the credit facility as of February 29, 2016 was 2.19% . The credit facility matures on December 2, 2019, when all amounts outstanding will be due and payable in full. The revolving credit facility does not require amortization of principal. The outstanding balance of the $150 million term loan as of February 29, 2016 was $140.6 million , with $9.4 million due in the next 12 months. The term loan requires repayment of principal at the end of each fiscal quarter, beginning with the fiscal quarter ended February 28, 2015. The first eight payments are in the principal amount of $1.9 million each, the following eight payments are in the principal amount of $3.8 million each, the following three payments are in the principal amount of $5.6 million each, and the last payment is of the remaining principal amount. Any amounts outstanding under the term loan thereafter would be due on the maturity date. The term loan may be prepaid before maturity in whole or in part at our option without penalty or premium. As of February 29, 2016, the carrying value of the term loan approximates the fair value, based on Level 2 inputs (observable market prices in less than active markets), as the interest rate is variable over the selected interest period and is similar to current rates at which we can borrow funds. Costs incurred to obtain our long-term debt of $1.8 million were recorded as debt issuance costs within other assets in our consolidated balance sheet as of February 29, 2016 and are being amortized over the term of the debt agreement using the effective interest rate method. Amortization expense related to debt issuance costs of $0.1 million and $0.1 million for the three months ended February 29, 2016 and February 28, 2015, respectively, is recorded within interest expense in our condensed consolidated statements of operations. Revolving loans may be borrowed, repaid and reborrowed until December 2, 2019, at which time all amounts outstanding must be repaid. Accrued interest on the loans is payable quarterly in arrears with respect to base rate loans and at the end of each interest rate period (or at each three month interval in the case of loans with interest periods greater than three months) with respect to LIBOR rate loans. We may prepay the loans or terminate or reduce the commitments in whole or in part at any time, without premium or penalty, subject to certain conditions and reimbursement of certain costs in the case of LIBOR rate loans. As of February 29, 2016, there were no amounts outstanding under the revolving line and $0.5 million of letters of credit. We are the sole borrower under the credit facility. 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 such material domestic subsidiaries, as well as 100% of the capital stock of our domestic subsidiaries and 65% of the capital stock of our first-tier foreign subsidiaries, in each case, subject to certain exceptions as described in the Credit Agreement. Future material domestic subsidiaries will be required to guaranty our obligations under the Credit Agreement, and to grant security interests in substantially all of their assets to secure such obligations. The Credit Agreement generally prohibits, with certain exceptions, any other liens on our assets, subject to certain exceptions as described in the Credit Agreement. The credit facility 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 fixed charge coverage ratio, a consolidated total leverage ratio and a consolidated senior secured leverage ratio. As of February 29, 2016, aggregate principal payments of long-term debt for the next five years and thereafter are (in thousands): Remainder of 2016 $ 5,625 2017 15,000 2018 15,000 2019 105,000 Total $ 140,625 |
Common Stock Repurchases
Common Stock Repurchases | 3 Months Ended |
Feb. 29, 2016 | |
Common Stock Repurchases [Abstract] | |
Common Stock Repurchases | Common Stock Repurchases We repurchased and retired 0.5 million shares of our common stock for $11.7 million in the three months ended February 29, 2016 and 0.3 million shares for $7.8 million in the three months ended February 28, 2015. The shares were repurchased in both periods as part of our Board of Directors authorized share repurchase program. In March 2016, our Board of Directors authorized a new $100.0 million share repurchase program, which increased the total authorization to $202.8 million . |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Feb. 29, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense reflects the fair value of stock-based awards measured at the grant date and recognized over the relevant service period. We estimate the fair value of each stock-based award on the measurement date using the current market price of the stock or the Black-Scholes option valuation model. In addition, during the first quarter of fiscal year 2014, each of the first three quarters of fiscal year 2015, and the first quarter of fiscal year 2016, we granted performance-based restricted stock units that include a three -year market condition. In order to estimate the fair value of such awards, we used a Monte Carlo Simulation valuation model. 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 4 or 5 years for options and 3 years for restricted stock units. We recognize stock-based compensation expense related to performance stock units and our employee stock purchase plan using an accelerated attribution method. The following table provides the classification of stock-based compensation as reflected in our condensed consolidated statements of operations (in thousands): Three Months Ended February 29, February 28, Cost of maintenance and services $ 196 $ 165 Sales and marketing 1,078 1,237 Product development 2,679 1,502 General and administrative 2,984 2,932 Total stock-based compensation $ 6,937 $ 5,836 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Feb. 29, 2016 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following table summarizes the changes in accumulated balances of other comprehensive loss during the three months ended February 29, 2016 (in thousands): Foreign Currency Translation Adjustment Unrealized Gains (Losses) on Investments Accumulated Other Comprehensive Loss Balance, December 1, 2015 $ (24,582 ) $ (46 ) $ (24,628 ) Other comprehensive loss before reclassifications, net of tax (1,091 ) 40 (1,051 ) Balance, February 29, 2016 $ (25,673 ) $ (6 ) $ (25,679 ) The tax effect on accumulated unrealized gains (losses) on investments was minimal as of February 29, 2016 and November 30, 2015 . |
Restructuring Charges
Restructuring Charges | 3 Months Ended |
Feb. 29, 2016 | |
Restructuring Charges [Abstract] | |
Restructuring Charges | Restructuring Charges The following table provides a summary of activity for all of the restructuring actions, which are detailed further below (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2015 $ 412 $ 2,949 $ 3,361 Costs incurred 76 (142 ) (66 ) Cash disbursements (216 ) (1,376 ) (1,592 ) Translation adjustments and other 5 10 15 Balance, February 29, 2016 $ 277 $ 1,441 $ 1,718 2015 Restructurings During the first quarter of fiscal year 2015, we restructured our operations in connection with the acquisition of Telerik. This restructuring resulted in a reduction in redundant positions primarily within the administrative functions. This restructuring also resulted in the closing of two facilities as well as asset impairment charges for assets no longer deployed as a result of the acquisition. During the second and third quarters of fiscal year 2015, we incurred additional costs with respect to this restructuring, including reduction in redundant positions primarily within the product development function, as well as an impairment charge discussed further below. Restructuring expenses are related to employee costs, including severance, health benefits and outplacement services (but excluding stock-based compensation), facilities costs, which include fees to terminate lease agreements and costs for unused space, net of sublease assumptions, and other costs, which include asset impairment charges. During the second quarter of fiscal year 2015, we decided to replace our existing cloud-based mobile application development technology with technology acquired in connection with the acquisition of Telerik. Accordingly, we evaluated the ongoing value of the assets associated with this prior mobile technology and, based on this evaluation, we determined that the long-lived assets with a carrying amount of $4.0 million were no longer recoverable and were impaired and wrote them down to their estimated fair value of $0.1 million . Fair value was based on expected future cash flows using Level 3 inputs under ASC 820. As part of this first quarter of fiscal year 2015 restructuring, for the three months ended February 29, 2016 and February 28, 2015, we incurred expenses of $0.1 million and $1.0 million , respectively. The expenses are recorded as restructuring expenses in the condensed consolidated statements of operations. We do not expect to incur additional material costs with respect to this restructuring. A summary of the first three months of fiscal year 2016 activity for this restructuring action is as follows (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2015 $ 209 $ 309 $ 518 Costs incurred 71 (19 ) 52 Cash disbursements (134 ) (217 ) (351 ) Translation adjustments and other 4 3 7 Balance, February 29, 2016 $ 150 $ 76 $ 226 Cash disbursements for expenses incurred to date under this restructuring are expected to be made through the third quarter of fiscal year 2016. As a result, the total amount of the restructuring reserve of $0.2 million is included in other accrued liabilities on the condensed consolidated balance sheet at February 29, 2016 . During the fourth quarter of fiscal year 2015, our management approved, committed to and initiated plans to make strategic changes to our organization to further build on the focus gained from operating under our business segment structure and to enable stronger cross-collaboration among product management, marketing and sales teams and a tighter integration of the product management and product development teams. In connection with the new organizational structure, we no longer have presidents of our three segments, as well as certain other positions within the administrative organization. Our Chief Operating Officer, appointed during fiscal year 2015, assumed responsibility for driving the operations of our three segments. The organizational changes did not result in the closing of any of our facilities. Restructuring expenses are related to employee costs, including severance, health benefits and outplacement services (but excluding stock-based compensation), and other costs, which include charges for the abandonment of certain assets. As part of this fourth quarter of fiscal year 2015 restructuring, for the three months ended February 29, 2016 , we recorded credits of $0.1 million to restructuring expenses in the consolidated statements of operations due to changes in estimates of severance to be paid. As we continue to operate under the new organization, which is still driven by our three segments, we may incur additional costs with respect to this restructuring, including severance charges and other employee costs. A summary of the first three months of fiscal year 2016 activity for this restructuring action is as follows (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2015 $ — $ 2,617 $ 2,617 Costs incurred — (123 ) (123 ) Cash disbursements — (1,159 ) (1,159 ) Translation adjustments and other — 7 7 Balance, February 29, 2016 $ — $ 1,342 $ 1,342 Cash disbursements for expenses incurred to date under this restructuring are expected to be made through the fourth quarter of fiscal year 2016. As a result, the total amount of the restructuring reserve of $1.3 million is included in other accrued liabilities on the condensed consolidated balance sheet at February 29, 2016 . 2012 - 2014 Restructurings During fiscal years 2012, 2013, and 2014, our management approved, committed to and initiated plans to make strategic changes to our organization to provide greater focus and agility in the delivery of next generation application development, deployment and integration solutions. During each of these fiscal years, we took restructuring actions that involved the elimination of personnel and/or the closure of facilities. As part of these restructuring actions, for the three months ended February 29, 2016 , we incurred minimal expenses, and for the three months ended February 28, 2015, we incurred expenses of $1.4 million , which are related to employee costs, including severance, health benefits, and outplacement services, but excluding stock-based compensation, and facilities costs, which include fees to terminate lease agreements and costs for unused space, net of sublease assumptions. The expenses are recorded as restructuring expenses in the condensed consolidated statements of operations. We do not expect to incur additional material costs with respect to the 2012, 2013, and 2014 restructuring actions. The restructuring reserve of $0.1 million is included in other accrued liabilities on the condensed consolidated balance sheet as of February 29, 2016 . |
Income Taxes
Income Taxes | 3 Months Ended |
Feb. 29, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our income tax provision for the three months ended February 29, 2016 and February 28, 2015 reflects our estimates of the effective tax rates expected to be applicable for the full fiscal years, adjusted for any discrete events which are recorded in the period they occur. The estimates are reevaluated each quarter based on our estimated tax expense for the full fiscal year. The decrease in our effective tax rate in the three months ended February 29, 2016 compared to the same period in the prior year is primarily due to the jurisdictional mix of profits as a result of the acquisition of Telerik, where substantial losses were incurred in Bulgaria in fiscal year 2015 and tax effected at a 10% statutory rate and other jurisdictions’ earnings, primarily in the United States, were taxed at higher rates. The U.S. research and development credit was retroactively reinstated in December 2015. As a result, in the first quarter of fiscal year 2016 we recorded a tax benefit of $0.6 million related to qualifying research and development activities for the period from January 2015 to November 2015. The Internal Revenue Service is currently examining our U.S. Federal income tax returns for fiscal years 2013 and 2014. Our Federal income tax returns have been examined or are closed by statute for all years prior to fiscal year 2012, and we are no longer subject to audit for those periods. Our state income tax returns have been examined or are closed by statute for all years prior to fiscal year 2011, and we are no longer subject to audit for those periods. Tax authorities for certain non-U.S. jurisdictions are also examining returns, none of which are material to our consolidated balance sheets, cash flows or statements of income. With some exceptions, we are generally no longer subject to tax examinations in non-U.S. jurisdictions for years prior to fiscal year 2010. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Feb. 29, 2016 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) 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. As we incurred a net loss during the three months ended February 28, 2015, basic and diluted weighted average shares outstanding are the same. 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 Ended February 29, February 28, Net income (loss) $ 3,216 $ (971 ) Weighted average shares outstanding 50,810 50,668 Dilutive impact from common stock equivalents 630 — Diluted weighted average shares outstanding 51,440 50,668 Basic earnings (loss) per share $ 0.06 $ (0.02 ) Diluted earnings (loss) per share $ 0.06 $ (0.02 ) We excluded stock awards representing approximately 532,000 shares and 948,000 shares of common stock from the calculation of diluted earnings per share in the three months ended February 29, 2016 and February 28, 2015, respectively, because these awards were anti-dilutive. |
Business Segments and Internati
Business Segments and International Operations | 3 Months Ended |
Feb. 29, 2016 | |
Segment Reporting [Abstract] | |
Business Segments and International Operations | Business Segments and International Operations 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 in deciding how to allocate resources and assess performance. Our chief operating decision maker is the combination of our Chief Executive Officer and Chief Operating Officer. We do not manage our assets or capital expenditures by segment or assign other income (expense) and income taxes to segments. We manage and report such items on a consolidated company basis. The following table provides revenue and contribution from our reportable segments and reconciles to the consolidated income (loss) before income taxes: Three Months Ended (In thousands) February 29, 2016 February 28, 2015 Segment revenue: OpenEdge $ 64,133 $ 69,471 Data Connectivity and Integration 6,596 7,113 Application Development and Deployment 18,752 4,797 Total revenue 89,481 81,381 Segment costs of revenue and operating expenses: OpenEdge 18,064 19,534 Data Connectivity and Integration 2,901 3,250 Application Development and Deployment 8,811 9,384 Total costs of revenue and operating expenses 29,776 32,168 Segment contribution: OpenEdge 46,069 49,937 Data Connectivity and Integration 3,695 3,863 Application Development and Deployment 9,941 (4,587 ) Total contribution 59,705 49,213 Other unallocated expenses (1) 53,000 60,399 Income (loss) from operations 6,705 (11,186 ) Other (expense) income, net (1,825 ) 933 Income (loss) before income taxes $ 4,880 $ (10,253 ) (1) The following expenses are not allocated to our segments as we manage and report our business in these functional areas on a consolidated basis only: product development, corporate marketing, administration, amortization of acquired intangibles, stock-based compensation, restructuring, and acquisition related expenses. Our revenues are derived from licensing our products, and from related services, which consist of maintenance and consulting and education. Information relating to revenue from customers by revenue type is as follows (in thousands): Three Months Ended (In thousands) February 29, February 28, Software licenses $ 23,955 $ 25,231 Maintenance 58,336 49,239 Professional services 7,190 6,911 Total $ 89,481 $ 81,381 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 Europe, the Middle East and Africa (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 Ended (In thousands) February 29, February 28, North America $ 49,065 $ 42,125 EMEA 31,221 27,863 Latin America 3,693 4,967 Asia Pacific 5,502 6,426 Total $ 89,481 $ 81,381 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Feb. 29, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 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, they 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, 2015 . We made no significant changes in the application of our significant accounting policies that were disclosed in our Annual Report on Form 10-K for the fiscal year ended November 30, 2015 . We have prepared the accompanying unaudited condensed consolidated financial statements on the same basis as the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2015, 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements - In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The guidance in ASU 2015-03 is required for annual reporting periods beginning after December 15, 2015, including interim periods within the reporting period. Early adoption is permitted for financial statements that have not been previously issued. The Company expects the impact on the Company's consolidated balance sheets to be a reclassification of up to $1.1 million from other assets to long-term debt as of December 1, 2016. In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (ASU 2014-12). ASU 2014-12 brings consistency to the accounting for share-based payment awards that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards. This guidance is effective for all entities for reporting periods (including interim periods) beginning after December 15, 2015. Early adoption is permitted. In addition, all entities will have the option of applying the guidance either prospectively (i.e., only to awards granted or modified on or after the effective date of the ASU) or retrospectively. We are currently evaluating the effect that implementation of this update will have on our consolidated financial position and results of operations upon adoption. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new guidance is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. Early adoption is not permitted. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance. In July 2015, the FASB voted to defer the effective date of this ASU by one year for reporting periods beginning after December 15, 2017, with early adoption permitted as of the original effective date. As a result, the new effective date for the Company will be December 1, 2018. This update will impact the timing and amounts of revenue recognized. Management is currently assessing the impact the adoption of this ASU will have on the Company’s consolidated financial statements. |
Cash, Cash Equivalents and In24
Cash, Cash Equivalents and Investments (Tables) | 3 Months Ended |
Feb. 29, 2016 | |
Investments and Cash [Abstract] | |
Summary of Cash, Cash Equivalents and Trading and Available-for-sale Investments | A summary of our cash, cash equivalents and available-for-sale investments at February 29, 2016 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 196,422 $ — $ — $ 196,422 Money market funds 7,282 — — 7,282 State and municipal bond obligations 38,217 78 — 38,295 U.S. treasury bonds 4,110 — (5 ) 4,105 U.S. government agency bonds 1,639 — (1 ) 1,638 Corporate bonds 3,755 — (6 ) 3,749 Total $ 251,425 $ 78 $ (12 ) $ 251,491 A summary of our cash, cash equivalents and available-for-sale investments at November 30, 2015 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 186,241 $ — $ — $ 186,241 Money market funds 26,138 — — 26,138 State and municipal bond obligations 20,387 30 — 20,417 U.S. treasury bonds 3,109 — (15 ) 3,094 U.S. government agency bonds 1,645 — (4 ) 1,641 Corporate bonds 3,756 — (8 ) 3,748 Total $ 241,276 $ 30 $ (27 ) $ 241,279 |
Summary of Cash, Cash Equivalents and Trading and Available-for-sale Investments by Balance Sheet Classification | Such amounts are classified on our condensed consolidated balance sheets as follows (in thousands): February 29, 2016 November 30, 2015 Cash and Equivalents Short-Term Investments Cash and Equivalents Short-Term Investments Cash $ 196,422 $ — $ 186,241 $ — Money market funds 7,282 — 26,138 — State and municipal bond obligations — 38,295 — 20,417 U.S. treasury bonds — 4,105 — 3,094 U.S. government agency bonds — 1,638 — 1,641 Corporate bonds — 3,749 — 3,748 Total $ 203,704 $ 47,787 $ 212,379 $ 28,900 |
Fair Value of Debt Securities by Contractual Maturity | The fair value of debt securities by contractual maturity is as follows (in thousands): February 29, November 30, Due in one year or less $ 24,094 $ 15,945 Due after one year (1) 23,693 12,955 Total $ 47,787 $ 28,900 (1) Includes state and municipal bond obligations, which are securities representing investments available for current operations and are classified as current in the consolidated balance sheets. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Feb. 29, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Outstanding Foreign Currency Forward Contracts | The table below details outstanding foreign currency forward contracts where the notional amount is determined using contract exchange rates (in thousands): February 29, 2016 November 30, 2015 Notional Value Fair Value Notional Value Fair Value Forward contracts to sell U.S. dollars $ 81,146 $ (5,119 ) $ 76,748 $ (4,026 ) Forward contracts to purchase U.S. dollars 2,494 19 2,077 5 Total $ 83,640 $ (5,100 ) $ 78,825 $ (4,021 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Feb. 29, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements within the Fair Value Hierarchy of the Financial Assets | The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at February 29, 2016 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 7,282 $ 7,282 $ — $ — State and municipal bond obligations 38,295 — 38,295 — U.S. treasury bonds 4,105 — 4,105 — U.S. government agency bonds 1,638 — 1,638 — Corporate bonds 3,749 — 3,749 — Liabilities Foreign exchange derivatives $ (5,100 ) $ — $ (5,100 ) $ — The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at November 30, 2015 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 26,138 $ 26,138 $ — $ — State and municipal bond obligations 20,417 — 20,417 — U.S. treasury bonds 3,094 — 3,094 — U.S. government agency bonds 1,641 — 1,641 — Corporate bonds 3,748 — 3,748 — Liabilities Foreign exchange derivatives $ (4,021 ) $ — $ (4,021 ) $ — |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table reflects the activity for our liabilities measured at fair value using Level 3 inputs for each period presented (in thousands): Three Months Ended February 29, February 28, Balance, beginning of period $ — $ 1,717 Changes in fair value of contingent consideration obligation — (102 ) Balance, end of period $ — $ 1,615 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Feb. 29, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets are comprised of the following significant classes (in thousands): February 29, 2016 November 30, 2015 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Purchased technology $ 117,204 $ (58,956 ) $ 58,248 $ 117,151 $ (54,963 ) $ 62,188 Customer-related 67,602 (28,081 ) 39,521 67,602 (25,493 ) 42,109 Trademarks and trade names 15,330 (6,111 ) 9,219 15,330 (5,514 ) 9,816 Total $ 200,136 $ (93,148 ) $ 106,988 $ 200,083 $ (85,970 ) $ 114,113 |
Schedule of Future Amortization Expense from Intangible Assets Held | Future amortization expense for intangible assets as of February 29, 2016 , is as follows (in thousands): Remainder of 2016 $ 21,374 2017 28,499 2018 27,686 2019 26,561 2020 1,786 Thereafter 1,082 Total $ 106,988 |
Schedule of Goodwill | Changes in the goodwill balances by reportable segment in the three months ended February 29, 2016 are as follows (in thousands): November 30, 2015 Translation Adjustments February 29, 2016 OpenEdge $ 211,980 $ (21 ) $ 211,959 Data Connectivity and Integration 19,040 — 19,040 Application Development and Deployment 138,965 — 138,965 Total goodwill $ 369,985 $ (21 ) $ 369,964 Changes in the carrying amount of goodwill in the three months ended February 29, 2016 are as follows (in thousands): Balance, November 30, 2015 $ 369,985 Translation adjustments (21 ) Balance, February 29, 2016 $ 369,964 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Feb. 29, 2016 | |
Telerik AD [Member] | |
Business Acquisition [Line Items] | |
Schedule of Net Assets Acquired | The following table discloses the net assets acquired in the business combination (in thousands): Total Weighted Average Life Net working capital $ 8,222 Property, plant and equipment 3,078 Identifiable intangible assets 123,100 5 years Deferred taxes (9,272 ) Deferred revenue (7,915 ) Other non-current liabilities (2,732 ) Goodwill 137,472 Net assets acquired $ 251,953 |
Term Loan and Line of Credit (T
Term Loan and Line of Credit (Tables) | 3 Months Ended |
Feb. 29, 2016 | |
Line of Credit Facility [Abstract] | |
Schedule of Maturities of Long-term Debt | As of February 29, 2016, aggregate principal payments of long-term debt for the next five years and thereafter are (in thousands): Remainder of 2016 $ 5,625 2017 15,000 2018 15,000 2019 105,000 Total $ 140,625 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Feb. 29, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Classification of Stock-Based Compensation | The following table provides the classification of stock-based compensation as reflected in our condensed consolidated statements of operations (in thousands): Three Months Ended February 29, February 28, Cost of maintenance and services $ 196 $ 165 Sales and marketing 1,078 1,237 Product development 2,679 1,502 General and administrative 2,984 2,932 Total stock-based compensation $ 6,937 $ 5,836 |
Accumulated Other Comprehensi31
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Feb. 29, 2016 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in accumulated balances of other comprehensive loss during the three months ended February 29, 2016 (in thousands): Foreign Currency Translation Adjustment Unrealized Gains (Losses) on Investments Accumulated Other Comprehensive Loss Balance, December 1, 2015 $ (24,582 ) $ (46 ) $ (24,628 ) Other comprehensive loss before reclassifications, net of tax (1,091 ) 40 (1,051 ) Balance, February 29, 2016 $ (25,673 ) $ (6 ) $ (25,679 ) |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 3 Months Ended |
Feb. 29, 2016 | |
Restructuring Cost and Reserve [Line Items] | |
Summary of Restructuring Activity | The following table provides a summary of activity for all of the restructuring actions, which are detailed further below (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2015 $ 412 $ 2,949 $ 3,361 Costs incurred 76 (142 ) (66 ) Cash disbursements (216 ) (1,376 ) (1,592 ) Translation adjustments and other 5 10 15 Balance, February 29, 2016 $ 277 $ 1,441 $ 1,718 |
2015 Restructuring Activities [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Summary of Restructuring Activity | A summary of the first three months of fiscal year 2016 activity for this restructuring action is as follows (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2015 $ 209 $ 309 $ 518 Costs incurred 71 (19 ) 52 Cash disbursements (134 ) (217 ) (351 ) Translation adjustments and other 4 3 7 Balance, February 29, 2016 $ 150 $ 76 $ 226 A summary of the first three months of fiscal year 2016 activity for this restructuring action is as follows (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2015 $ — $ 2,617 $ 2,617 Costs incurred — (123 ) (123 ) Cash disbursements — (1,159 ) (1,159 ) Translation adjustments and other — 7 7 Balance, February 29, 2016 $ — $ 1,342 $ 1,342 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Feb. 29, 2016 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Earnings Per Share | 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 Ended February 29, February 28, Net income (loss) $ 3,216 $ (971 ) Weighted average shares outstanding 50,810 50,668 Dilutive impact from common stock equivalents 630 — Diluted weighted average shares outstanding 51,440 50,668 Basic earnings (loss) per share $ 0.06 $ (0.02 ) Diluted earnings (loss) per share $ 0.06 $ (0.02 ) |
Business Segments and Interna34
Business Segments and International Operations (Tables) | 3 Months Ended |
Feb. 29, 2016 | |
Segment Reporting [Abstract] | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The following table provides revenue and contribution from our reportable segments and reconciles to the consolidated income (loss) before income taxes: Three Months Ended (In thousands) February 29, 2016 February 28, 2015 Segment revenue: OpenEdge $ 64,133 $ 69,471 Data Connectivity and Integration 6,596 7,113 Application Development and Deployment 18,752 4,797 Total revenue 89,481 81,381 Segment costs of revenue and operating expenses: OpenEdge 18,064 19,534 Data Connectivity and Integration 2,901 3,250 Application Development and Deployment 8,811 9,384 Total costs of revenue and operating expenses 29,776 32,168 Segment contribution: OpenEdge 46,069 49,937 Data Connectivity and Integration 3,695 3,863 Application Development and Deployment 9,941 (4,587 ) Total contribution 59,705 49,213 Other unallocated expenses (1) 53,000 60,399 Income (loss) from operations 6,705 (11,186 ) Other (expense) income, net (1,825 ) 933 Income (loss) before income taxes $ 4,880 $ (10,253 ) (1) The following expenses are not allocated to our segments as we manage and report our business in these functional areas on a consolidated basis only: product development, corporate marketing, administration, amortization of acquired intangibles, stock-based compensation, restructuring, and acquisition related expenses. |
Revenue from External Customers by Products and Services | Our revenues are derived from licensing our products, and from related services, which consist of maintenance and consulting and education. Information relating to revenue from customers by revenue type is as follows (in thousands): Three Months Ended (In thousands) February 29, February 28, Software licenses $ 23,955 $ 25,231 Maintenance 58,336 49,239 Professional services 7,190 6,911 Total $ 89,481 $ 81,381 |
Revenue from External Customers from Different Geographical Areas | 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 Europe, the Middle East and Africa (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 Ended (In thousands) February 29, February 28, North America $ 49,065 $ 42,125 EMEA 31,221 27,863 Latin America 3,693 4,967 Asia Pacific 5,502 6,426 Total $ 89,481 $ 81,381 |
Basis of Presentation (Details)
Basis of Presentation (Details) $ in Thousands | Feb. 29, 2016USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Unamortized debt issuance costs reclassified to long-term debt | $ 140,625 |
Plan [Member] | New Accounting Pronouncement Early Adoption, Effect [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Unamortized debt issuance costs reclassified from other assets | 1,100 |
Unamortized debt issuance costs reclassified to long-term debt | $ 1,100 |
Cash, Cash Equivalents and In36
Cash, Cash Equivalents and Investments (Summary Of Cash, Cash Equivalents And Trading And Available-For-Sale Investments) (Details) - USD ($) $ in Thousands | Feb. 29, 2016 | Nov. 30, 2015 |
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | $ 251,425 | $ 241,276 |
Unrealized Gains | 78 | 30 |
Unrealized Losses | (12) | (27) |
Fair Value | 251,491 | 241,279 |
State and municipal bond obligations [Member] | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | 38,217 | 20,387 |
Unrealized Gains | 78 | 30 |
Unrealized Losses | 0 | 0 |
Fair Value | 38,295 | 20,417 |
U.S. treasury bonds [Member] | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | 4,110 | 3,109 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (5) | (15) |
Fair Value | 4,105 | 3,094 |
U.S. government agency bonds [Member] | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | 1,639 | 1,645 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (1) | (4) |
Fair Value | 1,638 | 1,641 |
Corporate bonds [Member] | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | 3,755 | 3,756 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (6) | (8) |
Fair Value | 3,749 | 3,748 |
Cash [Member] | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | 196,422 | 186,241 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 196,422 | 186,241 |
Money market funds [Member] | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | 7,282 | 26,138 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | $ 7,282 | $ 26,138 |
Cash, Cash Equivalents and In37
Cash, Cash Equivalents and Investments (Summary of Cash, Cash Equivalents and Trading and Available-for-sale Investments by Balance Sheet Classification) (Details) - USD ($) $ in Thousands | Feb. 29, 2016 | Nov. 30, 2015 | Feb. 28, 2015 | Nov. 30, 2014 |
Cash, Cash Equivalents and Investments [Line Items] | ||||
Cash and Equivalents | $ 203,704 | $ 212,379 | $ 187,035 | $ 263,082 |
Short-Term Investments | 47,787 | 28,900 | ||
State and municipal bond obligations [Member] | ||||
Cash, Cash Equivalents and Investments [Line Items] | ||||
Cash and Equivalents | 0 | 0 | ||
Short-Term Investments | 38,295 | 20,417 | ||
U.S. treasury bonds [Member] | ||||
Cash, Cash Equivalents and Investments [Line Items] | ||||
Cash and Equivalents | 0 | 0 | ||
Short-Term Investments | 4,105 | 3,094 | ||
U.S. government agency bonds [Member] | ||||
Cash, Cash Equivalents and Investments [Line Items] | ||||
Cash and Equivalents | 0 | 0 | ||
Short-Term Investments | 1,638 | 1,641 | ||
Corporate bonds [Member] | ||||
Cash, Cash Equivalents and Investments [Line Items] | ||||
Cash and Equivalents | 0 | 0 | ||
Short-Term Investments | 3,749 | 3,748 | ||
Cash [Member] | ||||
Cash, Cash Equivalents and Investments [Line Items] | ||||
Cash and Equivalents | 196,422 | 186,241 | ||
Short-Term Investments | 0 | 0 | ||
Money market funds [Member] | ||||
Cash, Cash Equivalents and Investments [Line Items] | ||||
Cash and Equivalents | 7,282 | 26,138 | ||
Short-Term Investments | $ 0 | $ 0 |
Cash, Cash Equivalents and In38
Cash, Cash Equivalents and Investments (Fair Value of Debt Securities by Contractual Maturity) (Details) - USD ($) $ in Thousands | Feb. 29, 2016 | Nov. 30, 2015 |
Investments and Cash [Abstract] | ||
Due in one year or less | $ 24,094 | $ 15,945 |
Due after one year | 23,693 | 12,955 |
Total | $ 47,787 | $ 28,900 |
Derivative Instruments (Narrati
Derivative Instruments (Narrative) (Details) - Forward Contracts [Member] - USD ($) $ in Millions | 3 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Derivative [Line Items] | ||
Minimum maturity period, foreign currency derivative | 90 days | |
Maximum maturity period, foreign currency derivative | 1 year | |
Gains (losses) on foreign currency forward contracts | $ (1.5) | $ (1.3) |
Derivative Instruments (Outstan
Derivative Instruments (Outstanding Foreign Currency Forward Contracts) (Details) - USD ($) $ in Thousands | Feb. 29, 2016 | Nov. 30, 2015 |
Derivative [Line Items] | ||
Derivative contracts, notional value | $ 83,640 | $ 78,825 |
Derivative contracts, fair value | (5,100) | (4,021) |
Forward contracts to sell U.S. dollars [Member] | ||
Derivative [Line Items] | ||
Derivative contracts, notional value | 81,146 | 76,748 |
Derivative contracts, fair value | (5,119) | (4,026) |
Forward contracts to purchase U.S. dollars [Member] | ||
Derivative [Line Items] | ||
Derivative contracts, notional value | 2,494 | 2,077 |
Derivative contracts, fair value | $ 19 | $ 5 |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Value Measurements within the Fair Value Hierarchy of the Financial Assets) (Details) - USD ($) $ in Thousands | Feb. 29, 2016 | Nov. 30, 2015 |
Foreign exchange contract [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial liabilities | $ (5,100) | $ (4,021) |
Foreign exchange contract [Member] | Level 1 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial liabilities | 0 | 0 |
Foreign exchange contract [Member] | Level 2 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial liabilities | (5,100) | (4,021) |
Foreign exchange contract [Member] | Level 3 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial liabilities | 0 | 0 |
Money market funds [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 7,282 | 26,138 |
Money market funds [Member] | Level 1 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 7,282 | 26,138 |
Money market funds [Member] | Level 2 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | 0 |
Money market funds [Member] | Level 3 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | 0 |
State and municipal bond obligations [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 38,295 | 20,417 |
State and municipal bond obligations [Member] | Level 1 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | 0 |
State and municipal bond obligations [Member] | Level 2 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 38,295 | 20,417 |
State and municipal bond obligations [Member] | Level 3 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | 0 |
U.S. treasury bonds [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 4,105 | 3,094 |
U.S. treasury bonds [Member] | Level 1 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | 0 |
U.S. treasury bonds [Member] | Level 2 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 4,105 | 3,094 |
U.S. treasury bonds [Member] | Level 3 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | 0 |
U.S. government agency bonds [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 1,638 | 1,641 |
U.S. government agency bonds [Member] | Level 1 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | 0 |
U.S. government agency bonds [Member] | Level 2 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 1,638 | 1,641 |
U.S. government agency bonds [Member] | Level 3 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | 0 |
Corporate bonds [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 3,749 | 3,748 |
Corporate bonds [Member] | Level 1 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | 0 |
Corporate bonds [Member] | Level 2 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 3,749 | 3,748 |
Corporate bonds [Member] | Level 3 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | $ 0 | $ 0 |
Fair Value Measurements (Liabil
Fair Value Measurements (Liabilities Measured at Fair Value Using Level 3 Inputs) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | $ 0 | $ 1,717 |
Changes in fair value of contingent consideration obligation | 0 | (102) |
Balance, end of period | $ 0 | $ 1,615 |
Fair Value Measurements (Quanti
Fair Value Measurements (Quantitative Information about Unobservable Inputs, Liabilities) (Details) - Modulus [Member] - USD ($) | 3 Months Ended | |
Feb. 28, 2015 | Nov. 30, 2015 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Change in fair value of contingent consideration | $ (100,000) | |
Contingent Consideration [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Contingent consideration liability | $ 0 |
Intangible Assets and Goodwil44
Intangible Assets and Goodwill (Schedule Of Intangible Assets) (Details) - USD ($) $ in Thousands | Feb. 29, 2016 | Nov. 30, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 200,136 | $ 200,083 |
Accumulated Amortization | (93,148) | (85,970) |
Net Book Value | 106,988 | 114,113 |
Purchased technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 117,204 | 117,151 |
Accumulated Amortization | (58,956) | (54,963) |
Net Book Value | 58,248 | 62,188 |
Customer-related [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 67,602 | 67,602 |
Accumulated Amortization | (28,081) | (25,493) |
Net Book Value | 39,521 | 42,109 |
Trademarks and trade names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 15,330 | 15,330 |
Accumulated Amortization | (6,111) | (5,514) |
Net Book Value | $ 9,219 | $ 9,816 |
Intangible Assets and Goodwil45
Intangible Assets and Goodwill (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | Nov. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Intangible assets, amortization expense | $ 7,100,000 | $ 7,800,000 | |
Goodwill impairment loss | $ 0 |
Intangible Assets and Goodwil46
Intangible Assets and Goodwill (Schedule Of Future Amortization Expense From Intangible Assets Held) (Details) - USD ($) $ in Thousands | Feb. 29, 2016 | Nov. 30, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2016 | $ 21,374 | |
2,017 | 28,499 | |
2,018 | 27,686 | |
2,019 | 26,561 | |
2,020 | 1,786 | |
Thereafter | 1,082 | |
Net Book Value | $ 106,988 | $ 114,113 |
Intangible Assets and Goodwil47
Intangible Assets and Goodwill (Schedule of Goodwill) (Details) $ in Thousands | 3 Months Ended |
Feb. 29, 2016USD ($) | |
Goodwill [Roll Forward] | |
Balance, November 30, 2015 | $ 369,985 |
Translation adjustments | (21) |
Balance, February 29, 2016 | 369,964 |
OpenEdge [Member] | |
Goodwill [Roll Forward] | |
Balance, November 30, 2015 | 211,980 |
Translation adjustments | (21) |
Balance, February 29, 2016 | 211,959 |
Data Connectivity and Integration [Member] | |
Goodwill [Roll Forward] | |
Balance, November 30, 2015 | 19,040 |
Translation adjustments | 0 |
Balance, February 29, 2016 | 19,040 |
Application Development and Deployment [Member] | |
Goodwill [Roll Forward] | |
Balance, November 30, 2015 | 138,965 |
Translation adjustments | 0 |
Balance, February 29, 2016 | $ 138,965 |
Business Combinations (Narrativ
Business Combinations (Narrative) (Details) - USD ($) | Dec. 02, 2014 | Feb. 29, 2016 | Feb. 28, 2015 | Nov. 30, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 369,964,000 | $ 369,985,000 | ||
Stock-based compensation expense | 6,937,000 | $ 5,836,000 | ||
Acquisition-related costs | 72,000 | 1,506,000 | ||
Total revenue | 89,481,000 | 81,381,000 | ||
Income (loss) before income taxes | 4,880,000 | (10,253,000) | ||
Intangible assets, amortization expense | 7,100,000 | 7,800,000 | ||
Telerik AD [Member] | ||||
Business Acquisition [Line Items] | ||||
Total purchase consideration | $ 262,500,000 | |||
Total consideration paid to founders and key employees in restricted stock units | $ 10,500,000 | |||
Percent of total consideration deposited into escrow | 10.00% | |||
Acquired intangible assets | $ 123,100,000 | |||
Goodwill | 137,472,000 | |||
Stock-based compensation expense | 1,600,000 | 700,000 | ||
Acquisition-related costs | 800,000 | |||
Earn-out provision | $ 2,500,000 | |||
Service period | 1 year | |||
Expense recognized related to contingent earn-out provisions | 0 | 600,000 | ||
Total revenue | 18,100,000 | 4,500,000 | ||
Income (loss) before income taxes | (4,900,000) | (17,100,000) | ||
Intangible assets, amortization expense | $ 6,200,000 | $ 6,200,000 | ||
Credit Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Term loan | $ 150,000,000 | |||
Existing Technology [Member] | Telerik AD [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquired intangible assets | 64,800,000 | |||
Customer-related [Member] | Telerik AD [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquired intangible assets | 47,100,000 | |||
Trademarks and Trade Names [Member] | Telerik AD [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquired intangible assets | $ 11,200,000 |
Business Combinations (Schedule
Business Combinations (Schedule of Net Assets Acquired) (Details) - USD ($) $ in Thousands | Dec. 02, 2014 | Feb. 29, 2016 | Nov. 30, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 369,964 | $ 369,985 | |
Telerik AD [Member] | |||
Business Acquisition [Line Items] | |||
Net working capital | $ 8,222 | ||
Property, plant and equipment | 3,078 | ||
Intangible assets | 123,100 | ||
Deferred taxes | (9,272) | ||
Deferred revenue | (7,915) | ||
Other non-current liabilities | (2,732) | ||
Goodwill | 137,472 | ||
Net assets acquired | $ 251,953 | ||
Acquired intangible assets, useful life | 5 years |
Term Loan and Line of Credit (N
Term Loan and Line of Credit (Narrative) (Details) - Credit Agreement [Member] - USD ($) | Dec. 02, 2014 | Feb. 29, 2016 | Feb. 28, 2015 |
Line of Credit Facility [Line Items] | |||
Term loan | $ 150,000,000 | ||
Unsecured credit facility | 150,000,000 | ||
Additional borrowing capacity available | 75,000,000 | ||
Interest rate during period (as a percent) | 2.19% | ||
Fair value of term loan | $ 140,600,000 | ||
Due in next 12 months | 9,400,000 | ||
Principal payments for years one and two | 1,900,000 | ||
Principal payments for years three and four | 3,800,000 | ||
Principal payments for years five and thereafter | 5,600,000 | ||
Debt issuance cost | 1,800,000 | ||
Amortization of debt issuance costs | $ 100,000 | $ 100,000 | |
Percent of domestic subsidiary capital stock guaranteeing debt | 100.00% | ||
Percent of foreign subsidiary capital stock guaranteeing debt | 65.00% | ||
Letter of credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Unsecured credit facility | 25,000,000 | ||
Line of credit facility outstanding amount | $ 500,000 | ||
Revolving line of credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility outstanding amount | $ 0 | ||
Swing line loans [Member] | |||
Line of Credit Facility [Line Items] | |||
Unsecured credit facility | $ 25,000,000 | ||
Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Commitment fee percentage | 0.25% | ||
Minimum [Member] | Eurodollar [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percent) | 1.50% | ||
Minimum [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percent) | 0.50% | ||
Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Commitment fee percentage | 0.40% | ||
Maximum [Member] | Eurodollar [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percent) | 2.25% | ||
Maximum [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percent) | 1.25% |
Term Loan and Line of Credit (F
Term Loan and Line of Credit (Future Maturities) (Details) $ in Thousands | Feb. 29, 2016USD ($) |
Line of Credit Facility [Abstract] | |
Remainder of 2016 | $ 5,625 |
2,017 | 15,000 |
2,018 | 15,000 |
2,019 | 105,000 |
Total | $ 140,625 |
Common Stock Repurchases (Detai
Common Stock Repurchases (Details) - USD ($) shares in Millions | 3 Months Ended | ||
Feb. 29, 2016 | Feb. 28, 2015 | Mar. 31, 2016 | |
Common Stock Repurchases [Abstract] | |||
Common stock repurchased and retired (in shares) | 0.5 | 0.3 | |
Common stock repurchased and retired | $ 11,700,000 | $ 7,800,000 | |
Subsequent Event [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Authorized amount for share repurchase programs | $ 100,000,000 | ||
Remaining authorized repurchase amount | $ 202,800,000 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) | 3 Months Ended |
Feb. 29, 2016 | |
Stock Options [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation award service period (in years) | 4 years |
Stock Options [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation award service period (in years) | 5 years |
Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award market condition period | 3 years |
Stock-based compensation award service period (in years) | 3 years |
Stock-Based Compensation (Class
Stock-Based Compensation (Classification of Stock-Based Compensation) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 6,937 | $ 5,836 |
Cost of maintenance and services [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 196 | 165 |
Sales and marketing [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 1,078 | 1,237 |
Product development [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 2,679 | 1,502 |
General and administrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 2,984 | $ 2,932 |
Accumulated Other Comprehensi55
Accumulated Other Comprehensive Loss (Details) $ in Thousands | 3 Months Ended |
Feb. 29, 2016USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Balance, December 1, 2015 | $ (24,628) |
Other comprehensive loss before reclassifications, net of tax | (1,051) |
Balance, February 29, 2016 | (25,679) |
Foreign Currency Translation Adjustment [Member] | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Balance, December 1, 2015 | (24,582) |
Other comprehensive loss before reclassifications, net of tax | (1,091) |
Balance, February 29, 2016 | (25,673) |
Unrealized Gains (Losses) on Investments [Member] | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Balance, December 1, 2015 | (46) |
Other comprehensive loss before reclassifications, net of tax | 40 |
Balance, February 29, 2016 | $ (6) |
Restructuring Charges (Narrativ
Restructuring Charges (Narrative) (Details) $ in Thousands | 3 Months Ended | |||
Feb. 29, 2016USD ($) | Nov. 30, 2015USD ($)Segments | May. 31, 2015USD ($) | Feb. 28, 2015USD ($)facility | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | $ (66) | $ 2,344 | ||
Restructuring reserve | 1,718 | $ 3,361 | ||
2015 Restructuring Activities [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Number of facilities closed | facility | 2 | |||
Restructuring expenses | (123) | |||
Restructuring reserve | 1,342 | $ 2,617 | ||
Number of operating segments | Segments | 3 | |||
2015 Restructuring Activities [Member] | Other accrued liabilities [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring reserve | 1,300 | |||
2012 - 2014 Restructuring Activities [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | $ 1,400 | |||
2012 - 2014 Restructuring Activities [Member] | Other accrued liabilities [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring reserve | 100 | |||
Level 3 [Member] | Nonrecurring Basis [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Long-lived assets at fair value | $ 100 | |||
Telerik AD [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Impairment of long-lived assets | $ 4,000 | |||
Telerik AD [Member] | 2015 Restructuring Activities [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | 52 | $ 1,000 | ||
Restructuring reserve | 226 | $ 518 | ||
Telerik AD [Member] | 2015 Restructuring Activities [Member] | Other accrued liabilities [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring reserve | $ 200 |
Restructuring Charges (Summary
Restructuring Charges (Summary of Restructuring Activity) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | $ 3,361 | |
Costs incurred | (66) | $ 2,344 |
Cash disbursements | (1,592) | |
Translation adjustments and other | 15 | |
Ending Balance | 1,718 | |
Excess Facilities and Other Costs [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 412 | |
Costs incurred | 76 | |
Cash disbursements | (216) | |
Translation adjustments and other | 5 | |
Ending Balance | 277 | |
Employee Severance and Related Benefits [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 2,949 | |
Costs incurred | (142) | |
Cash disbursements | (1,376) | |
Translation adjustments and other | 10 | |
Ending Balance | 1,441 | |
2015 Restructuring Activities [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 2,617 | |
Costs incurred | (123) | |
Cash disbursements | (1,159) | |
Translation adjustments and other | 7 | |
Ending Balance | 1,342 | |
2015 Restructuring Activities [Member] | Excess Facilities and Other Costs [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 0 | |
Costs incurred | 0 | |
Cash disbursements | 0 | |
Translation adjustments and other | 0 | |
Ending Balance | 0 | |
2015 Restructuring Activities [Member] | Employee Severance and Related Benefits [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 2,617 | |
Costs incurred | (123) | |
Cash disbursements | (1,159) | |
Translation adjustments and other | 7 | |
Ending Balance | 1,342 | |
Telerik AD [Member] | 2015 Restructuring Activities [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 518 | |
Costs incurred | 52 | $ 1,000 |
Cash disbursements | (351) | |
Translation adjustments and other | 7 | |
Ending Balance | 226 | |
Telerik AD [Member] | 2015 Restructuring Activities [Member] | Excess Facilities and Other Costs [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 209 | |
Costs incurred | 71 | |
Cash disbursements | (134) | |
Translation adjustments and other | 4 | |
Ending Balance | 150 | |
Telerik AD [Member] | 2015 Restructuring Activities [Member] | Employee Severance and Related Benefits [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 309 | |
Costs incurred | (19) | |
Cash disbursements | (217) | |
Translation adjustments and other | 3 | |
Ending Balance | $ 76 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Income Tax Disclosure [Abstract] | ||
Foreign statutory rate (as a percent) | 10.00% | 10.00% |
Research and development tax credit | $ 0.6 |
Earnings (Loss) Per Share (Calc
Earnings (Loss) Per Share (Calculation of Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Earnings Per Share [Abstract] | ||
Net (loss) income (in dollars) | $ 3,216 | $ (971) |
Weighted average shares outstanding (in shares) | 50,810 | 50,668 |
Dilutive impact from common stock equivalents (in shares) | 630 | 0 |
Diluted weighted average shares outstanding (in shares) | 51,440 | 50,668 |
Basic earnings (loss) per share (in dollars per share) | $ 0.06 | $ (0.02) |
Diluted earnings (loss) per share (in dollars per share) | $ 0.06 | $ (0.02) |
Earnings (Loss) Per Share (Narr
Earnings (Loss) Per Share (Narrative) (Details) - shares shares in Thousands | 3 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Earnings Per Share [Abstract] | ||
Number of shares excluded from the calculation of diluted earnings per share | 532 | 948 |
Business Segments and Interna61
Business Segments and International Operations (Income from Continuing Operations by Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Segment revenue | $ 89,481 | $ 81,381 |
Segment costs of revenue and operating expenses | 29,776 | 32,168 |
Segment contribution margin | 59,705 | 49,213 |
Other unallocated expenses | 53,000 | 60,399 |
Income (loss) from operations | 6,705 | (11,186) |
Other (expense) income, net | (1,825) | 933 |
Income (loss) before income taxes | 4,880 | (10,253) |
OpenEdge [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Segment revenue | 64,133 | 69,471 |
Segment costs of revenue and operating expenses | 18,064 | 19,534 |
Segment contribution margin | 46,069 | 49,937 |
Data Connectivity and Integration [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Segment revenue | 6,596 | 7,113 |
Segment costs of revenue and operating expenses | 2,901 | 3,250 |
Segment contribution margin | 3,695 | 3,863 |
Application Development and Deployment [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Segment revenue | 18,752 | 4,797 |
Segment costs of revenue and operating expenses | 8,811 | 9,384 |
Segment contribution margin | $ 9,941 | $ (4,587) |
Business Segments and Interna62
Business Segments and International Operations (Revenue from External Customers by Product) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Segment Reporting [Abstract] | ||
Software licenses | $ 23,955 | $ 25,231 |
Maintenance | 58,336 | 49,239 |
Professional services | 7,190 | 6,911 |
Total revenue | $ 89,481 | $ 81,381 |
Business Segments and Interna63
Business Segments and International Operations (Revenue from External Customers from Different Geographical Areas) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Revenue from External Customer [Line Items] | ||
Total revenue | $ 89,481 | $ 81,381 |
North America [Member] | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 49,065 | 42,125 |
EMEA [Member] | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 31,221 | 27,863 |
Latin America [Member] | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 3,693 | 4,967 |
Asia Pacific [Member] | ||
Revenue from External Customer [Line Items] | ||
Total revenue | $ 5,502 | $ 6,426 |